ANNUAL REPORT

Mediaset S.p.A. 2008 Annual Report – Annual report on Corporate Governance
e) if they have been directors of the company for more than nine years in the last twelve
years;
f) if they are directors in a subsidiary company;
g) if they are executive directors in another company in which an executive director of
the company is a director;
h) if they are shareholders or directors of a company or of a legal entity belonging to the
same network as the company entrusted with the company’s auditing activities;
i) if they are close relatives of a person who holds any of the positions listed in the above
paragraphs.
For the purpose of the foregoing, “relevant persons” in the company are: the legal representative,
the Board Chairman, the executive directors and executive managers with strategic responsibilities
in the relevant company.
With specific reference to competences, the Board believed it necessary to adopt additional criteria,
assuming that the independent directors are required to have sufficient knowledge of the economic
and business environment in which the company operates. Moreover, it would be preferable that
they possess competences accrued in similar markets and/or sectors, such as for example:
– television (public and/or private) or cinema;
– media and telecommunications;
– advertising and marketing;
– university lecturing in Italian and/or foreign universities on subjects pertinent to the core
business of the Group, or, in other words, economics, finance, law, accounting and
communication science and techniques;
– the financial sector.
The Board periodically assesses the satisfaction of the independence requirements of the directors,
also with the support of the Governance Committee.
Mediaset S.p.A. Board includes four independent directors who meet the independence
requirements established by article 148 of the Consolidated Finance Act and those indicated above
referring to the Company’s Code of Ethics.
Each independent director is committed to promptly inform the Board about any defaulting
situations in terms of compliance with the independence requirements.
The Governance Committee supported the Board in the assessment of the independence
requirements of the Directors over time. These were in fact confirmed in the Board Meeting of 23
June 2008. In the meeting of 30 September 2008, the Statutory Auditors verified that the
procedures and the criteria adopted by the Board to ascertain directors’ independence
requirements were correct.
The number and the skills of the independent directors are adequate in relation to the Board
composition and the business activities pursued by Mediaset. In addition, they allow for the
establishment of committees from among Board members, which will be described in detail in this
report.
20
232