ANNUAL REPORT

Mediaset S.p.A. 2008 Annual Report – Annual report on Corporate Governance
– updating, if applicable, of Group operating criteria, processes and controls identified in
preceding years, which have been subject to further development;
– analysis of the adequacy of the controls implemented in relation to administrativeaccounting
and financial aspects;
– test performance and control reporting to verify compliance with the administrativeaccounting
procedures;
– development of a remediation plan, aimed at eliminating potential flaws in control
performance;
– monitoring of the defined remediation activities and testing of the relevant control
measures adopted.
The certification, released in accordance with the model established by Consob regarding the
adequacy and application of the relevant procedures, their compliance with accounting entries and
records as well as their correspondence in providing a true and correct description of the
economic and financial position of the Company and its subsidiaries included in the consolidation
area, underwritten by the Person Responsible for the drafting of the accounting documents and by
the Company’s President, was attached to the Company’s 2008 financial statements.
It should also be noted that, pursuant to Mediaset Code of Ethics, the Person Responsible for the
drafting of the accounting documents is in charge of valuating, in collaboration with the Internal
Control Committee and the Statutory Auditors, the correct implementation of the relevant
accounting principles and, with reference to the Group, their comparability for consolidated
reporting purposes. This activity was carried out in the first months of 2009.
13. DIRECTORS’ INTERESTS AND TRANSACTIONS WITH RELATED PARTIES
In the meeting of 18 December 2007, based on the opinion in favour expressed by the Internal
Control Committee, the Board approved the Guidelines relative to the transactions having a
strategic, economic and financial relevance for Mediaset and, in particular, those completed with
the related parties.
These Guidelines identify transactions having a strategic, economic and financial relevance for the
company and its subsidiaries and, in particular, those with the related parties which are subject to
the analysis and approval of the Board pursuant to Mediaset S.p.A.’s Code of Ethics.
Here below is a description of those transactions that need to the subject to the prior analysis and
approval of Mediaset S.p.A. Board:
– stipulation of any contract or legally binding relation, including an amount higher than EUR
13,000,000.00 by single transaction, with a shareholder of the Company, holding an equity
interest exceeding 5% (or companies belonging to the same group of the shareholder,
including subsidiaries, holding companies or partnerships with a controlling interest and
subsidiaries of the latter companies);
– stipulation of any contract or legally binding relation, including an amount higher than EUR
130,000,000.00 by single transaction, with any party and under any form;
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