The Prisa group, publisher of EL PAÍS, has called its general meeting of shareholders, which will be held, on first call, on June 29. The agenda includes setting the number of directors at a total of 11, which implies a reduction with respect to the current number of 14. The board understands that the new number established constitutes an adequate dimension for this corporate body to be able to perform its functions efficiently and with sufficient contrast of opinions and contributions from its members.
carry out a simplification and restructuring of its management model, following the recommendations of the Code of Good Governance of Listed Companies, of the National Securities Market Commission (CNMV).
In the event that the shareholders’ meeting approves the proposal, Prisa’s board of directors will be made up of five independents, who will represent 45.45% of the total; four Sundays, 36.36%; and two executives, 18.18%. Currently, the board is made up of 14 members, with seven independent, five proprietary and two executive. The aforementioned code recommends that one third of the directors be independent.
In addition, the management body will now have six female directors, representing 54.55% of the total. In this way, Prisa will reinforce compliance with good governance standards, which establish a minimum percentage of women on the boards of directors of listed companies of 40%.
The proposed agenda for the meeting establishes the ratification of the appointment by co-option and re-election of , as director, with the category of executive. Polanco replaced Francisco Cuadrado as executive president of Santillana and executive director of Prisa on January 1, and his position as director had to be ratified by shareholders.
In addition, the shareholders’ meeting will vote, president of the company, as a director, with the category of proprietary; vice president Fernando Carrillo Flórez as independent director; ; Teresa Quirós Álvarez as independent director; and Manuel Polanco Moreno as proprietary director. All of these members of the board of directors fulfilled the mandate of their appointment.
In turn, with the reduction of the board of directors, Béatrice de Clermont-Tonnerre and Isabel Sánchez García will leave, who have the category of independent, and whose appointment period expires on June 27 of this year; and Andrés Varela Entrecanales, who has the category of proprietary director, and whose term of appointment expired on September 7, 2025. In addition, Andrés Varela would incur incompatibility to be a director of Prisa given that he is a shareholder of
The agenda includes a contra-split with which the company seeks to reduce the number of shares in circulation. Thus, the meeting will vote on the grouping and cancellation of the shares into which the share capital is divided for their exchange for newly issued securities in the proportion of one new share for every ten pre-existing shares, with an increase in the unit nominal value of the shares from 0.10 euros to one euro, without modifying the share capital figure and with the consequent reduction in the number of shares in circulation. The company will carry out a reduction in technical capital, in order to allow the number of shares to be adjusted for the execution of the aforementioned contra-split.
