ANNUAL REPORT

Mediaset S.p.A. 2008 Annual Report – Annual report on Corporate Governance
Decree n.81 of 9 April 2008 dealt with the purpose of providing an organic and unified framework,
that could group together all the different provisions in the matter of health and safety in the work
place, which had changed over time, and thus replaced the norm that had represented for ages the
sector’s cornerstone, that is, Law Decree n.626 of 19 November 2004 and subsequent
amendments and supplements.
In the light of such amendments, with the possibility of also resorting to external advisors, Mediaset
S.p.A. established a work team responsible for valuating the impact of the new regulations and the
need for amendments and/or supplements relevant for the Company’s own Organisation Model or
adopt new procedures/rules of behaviour or modify the existing ones.
Based on the above rules, an analysis of the composition of the Supervision and Control Body was
performed after which the company retained that the option of a collegiate body would provide
better guarantees, particularly in the case in which the members are also external, in any way
possessing a validated corporate knowledge and professional specific skills in the matter of
supervision, consulting or in the framework of some specific “precondition crimes”.
Therefore, based on the foregoing, a number of new proposals have been designed, envisaging
amendments and revisions of the Organisation Model adopted by Mediaset S.p.A.. These proposals
have been submitted to the Company’s Board, which approved them, on 16 December 2008.
– With specific reference to the modifications above mentioned, the following should be
noted:extension of the crimes which may entail administrative liability on the side of the
Company;
– transformation of the Supervision and Control Body from a multi-person to a collegiate
body;
– subsequent adjustment of some corporate procedures that can be ascribed to the
Organisation Model.
The Supervision and Control Body was transformed into a collegiate body and is currently
composed of three members. These are:
Sergio Beretta Chairman – External consultant
Aldo Tani Internal Audit Director and Person in charge for internal control
Michele Pirotta External consultant
This option was regarded as the most suited in that it includes both the need to entrust this
function and responsibility with persons having an in-depth knowledge of the corporate and
business organisation of the Company; and the guarantee that the autonomy and independence
requirements, which the Supervision and Control Body must necessarily rely upon, are met.
In the same meeting of 16 December 2008, the Board ascertained that the members of the
Supervision and Control Body met the reputation requirements – similarly to those requested from
Company’s Directors – and the professionalism requirements, suitable to cover the relevant offices.
The Board also ascertained that the same members did not have any incompatibility issues or find
themselves in situations of conflict of interest with other functions and/or offices, such that their
independence and freedom of action and decision could be compromised.
The Supervision and Control Body is responsible for the performance of the following activities:
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