Consolidated Annual Accounts 2017

8 Governance, compliance and risk management Atresmedia has a set of bodies, control mechanisms, and internal rules and regulations that make up its Corporate Governance System . Its objectives include guiding and regulating the Group's organisation, transparently and efficiently, promoting its common interest and the interest of its stakeholders, as enshrined in its Corporate Governance Policy. In addition to this policy, the system includes the Code of Conduct, the regulations of its governing bodies, the corporate policies, and the protocols of the compliance and control model. The composition, operations and activity of the Atresmedia Group's governing bodies and their main responsibilities are described in detail in the Annual Corporate Governance Report, which is part of this management report. These bodies are: • The General Meeting , which represents all shareholders and is the Company’s supreme decision-making body. Atresmedia's significant shareholders are Grupo Planeta de Agostini (41.7%), RTL Group (18,65%) and Grupo Imagina (4.23%). Free float is approximately 35%. Atresmedia enhanced its transparency considerably in 2017, providing shareholders, at the general meeting, with additional documentation above the legal requirement, such as activity reports of the governing bodies, the annual report on related-party transactions, and the report on external auditor independence. Also in 2017, the entire general meeting was broadcast live via internet. The rules of organisation and operation of the General Meeting are set out in the Company’s articles and the general meeting regulations. Any shareholder holding at least 400 shares may attend general meetings, issue a proxy for their representation or pool their shares with other shareholders if they hold a fewer number. The quorum reached at the general meeting held on 19 April 2017 was 79.804% of share capital. Shareholders representing 18.755% of share capital attended in person and the remaining 61.049% by proxy. There was an average of 99.42% votes in favour of resolutions adopted at the general meeting. • The Board of Directors is charged with administering and representing the Company, notwithstanding the powers of the general meeting and the functions attributed to the Executive Committee . This committee’s main task is to prepare the board meetings. It also assists in screening matters considered to be especially important for their amount or nature. There are also two specialist committees: the Audit and Control Committees and the Appointments and Remuneration Committee . The Board conducts its activity in accordance with the rules of organisation and operation set out in the Company’s articles and the Board Regulations, which also contain the rules applicable to board committees.