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Board of directors' members and responsibilities

- "The following table sets forth the name, date of first appointment and title of each member of the Board of Directors followed by a brief description of each Director's business experience and education"

Title Position Date of first appointment to the Board of Vocento or a predecessor entity Ending term of office
Mr. Diego del Alcázar Silvela Chairman Independent 26/11/2001* 05/09/2012
Mr. Luis Enríquez Chief Executive Officer Executive 18/07/2011  
Mr. Jose María Bergareche Busquet First Vicechairman External (others) 08/06/1989 05/09/2012
Ms. Catalina Luca de Tena García-Conde Vicechairman External 26/11/2001 05/09/2012
Mr. Enrique de Ybarra e Ybarra Vicechairman External 18/06/1974 05/09/2012
Mr. Claudio Aguirre Pemán Member Independent 05/09/2006 05/09/2012
Bycomels Prensa, S.L. (represented by Mr. Santiago Bergareche Busquet) Member External 28/01/2009  
Mrs. María del Carmen Careaga Salazar Member External 26/11/2001 05/09/2012
Mr. Santiago de Ybarra y Churruca Member External 08/06/1989 05/09/2012
Ms. Soledad Luca de Tena García-Conde Member External 26/11/2001 05/09/2012
Mr. Víctor Urrutia y Vallejo Member External 04/06/1981 05/09/2012
Mr. Alvaro Ybarra y Zubiría Member Independent 22/05/1991 05/09/2012
Lima, S.L.U. (represented by Mr. Juan Ramón Urrutia Ybarra) Member External 29/04/2009 29/04/2015
Gomitex Inversiones, 2007, S.L.U (represented by Mr. Fernando de Yarza López-Madrazo) Member External 29/04/2009 29/04/2015
Mr. Gonzalo Soto Aguirre Member External 29/04/2009 29/04/2015
Mezouna, S.L. (represented by Mr. Ignacio Ybarra Aznar) Member External 20/07/2006 05/09/2012
Mr. Emilio José de Palacios Caro Secretary, not a member of the Board of Directors      

* As a Chairman since September, 24 2007
AtlanPresse (represented by Mrs. Hélene Lemoîne): Holds, before the IPO, a direct stake in the share capital of the Company of 4.7081%.
Mr. Santiago Bergareche Busquet: Holds, before the IPO, an indirect stake, via the company Bycomels Prensa, S.L. (in which he has a 20% stake), in the share capital of the Company of 7.9822%.
Mrs. María del Carmen Careaga Salazar: Holds, before the IPO, a direct and indirect stake, via the company Onchena, S.L., in the share capital of the Company of 5.3876%.
Ms. Catalina Luca de Tena García-Conde: Holds, before the IPO, a direct stake in the share capital of the Company of 0.0470%.
Ms. Soledad Luca de Tena García-Conde: Holds, before the IPO, a direct stake in the share capital of the Company of 0.0290%.
MEZOUNA, S.L. (represented by Mr. Ignacio Ybarra Aznar): Holds, before the IPO, a direct stake in the share capital of the Company of 11.2628%.
Mr. Víctor Urrutia Vallejo: Holds, before the IPO, a direct and indirect stake, via the companies Rolar de Inversiones, S.A., and Asua de Inversiones, S.A., in the share capital of the Company of 7.900%.
Mr. Santiago de Ybarra y Churruca: Holds, before the IPO, a direct stake in the share capital of the Company of 0.1310%.
Mr. Enrique de Ybarra Ybarra: Holds, before the IPO, a direct and indirect stake, via the companies Energay de Inversiones, S.L., and Gogol de Inversiones, S.L., in the share capital of the Company of 6.2743%.

Committees' members and responsibilities

Delegate Committee

Under our Board Rules, the Board of Directors shall delegate its general decision-making powers to a delegate committee which is subject to the control of the Board. The committee must comprise between 6 and 12 Directors. The members of the committee are José María Bergareche Busquet, Santiago Bergareche Busquet, Alejandro Echevarría Busquet, Catalina Luca de Tena García-Conde, Soledad Luca de Tena García-Conde, Víctor Urrutia Vallejo, Santiago de Ybarra y Churruca, Enrique de Ybarra e Ybarra, Álvaro de Ybarra Zubiría and Mezouna, S.L. (represented by Ignacio Ybarra Aznar). The chairman and secretary of the committee are Mr de Ybarra y Churruca and Mr José de Palacios Caro, respectively.

Mr. Diego del Alcázar Silvela (President)
Mr. Luis Enríquez (Chief Executive Officer)
Bycomels Prensa, S.L. (represented by Mr. Santiago Bergareche Busquet)
Ms. Soledad Luca de Tena García-Conde
Lima S.L. (represented by Juan Urrutia Ybarra)
Mr. Álvaro Ybarra Zubíria
MEZOUNA, S.L. (represented by Mr. Ignacio Ybarra Aznar)
Mr. Emilio José de Palacios Caro (Secretary)

Audit Committee

Under the Board Rules, the audit committee is responsible for making recommendations to the Board in relation to the selection, appointment and removal of our auditors (and for monitoring the independence of such auditors), for reviewing our audit arrangements and their implementation, for supervising our financial information procedures, for reviewing our internal auditing and risk management systems and controls, for supervising compliance with our internal conduct code and with applicable corporate governance rules, and for preparing and submitting a draft of the annual corporate governance report to the Board. The committee is also responsible for preparing various financial and other information for the Board. The committee must meet at least onc e every three months. The committee must comprise between three and five non-executive Directors (external Directors). The chairman of the committee must be selected from among the independent Directors. The members of the committee are Mr Aguirre Pemán, Ms Luca de Tena García-Conde and Mr de Ybarra Zubiría. The chairman and secretary of the committee are Mr de Ybarra Zubiría and Mr de Palacios Caro, respectively.

Ms. Soledad Luca de Tena García Conde (President)
Mr. Álvaro Ybarra Zubíria (President)
Mr. Claudio Aguirre Pemán
LIMA, S.L. (represented by Mr. Juan Ramón Urrutia Ybarra)
Mr. Emilio José de Palacios Caro (Secretary, not a member of the Board of Directors)

Nomination and remuneration committee

Under the Board Rules, the nomination and remuneration committee is responsible for [assisting in the selection of candidates to fill Board vacancies, in the appointment of the Chairman and of the Chief Executive Officer and in the appointment and dismissal of senior managers]. The committee is also required to report to the Board on gender diversity issues and to make proposals to the Board regarding the remuneration policy for Directors and for senior employees and on the remuneration of individual executive Directors. The committee must comprise between three and five non-executive Directors (external Directors). The members of the committee are Mr del Alcázar Silvela, Mr Echevarría Busquet and Mr Urrutia Vallejo. The chairman and secretary of the committee are Mr Echevarría Busquet and Mr de Palacios Caro, respectively.

Mr. Víctor Urrutia Vallejo (President)
Mr. Álvaro Ybarra Zubiría
MEZOUNA, S.L. (represented by Mr. Ignacio Ybarra Aznar)
Mr. Gonzalo Soto Aguirre
Mr. Emilio José de Palacios Caro (Secretary, not a member of the Board of Directors)

Shareholding of directors

See please detailed information in the CNMV

CNMV