Annual Report 2012 - Ono

Corporate Governance Report
B.1.17. Members of the Board who are also members of the Board of Directors, management, or employees of companies that have
significant stakes in the company and/or group entities.
Company name
Name or company name of director of significant shareholder Position
John Hahn Providence Equity Partners Director General
Peter Ezersky Quadrangle Capital Partners Co-Chairman and Director General
Felipe Blanco General Electric Structured Finance, Inc. Executive Director
Thomas Walker CCMP Capital Advisors, LLC Director General
Soren Oberg Thomas H. Lee Partners, L.L.P. Director General
Alejandro Valencia Multitel Director General
B.1.18. Amendments to the Regulations for the Board in the year.
There were no amendments to the Regulations for the Internal Functioning of the Board of Directors in the year.
B.1.19. Procedures for appointing, re-electing, appraising and removing directors. Competent bodies and the processes and criteria
to be followed for each procedure.
ONO in 2012
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The Shareholder Contract covers appointments to the Board of Directors and establishes that the Board of Directors will be composed of
13 directors, of which two will be executive, a Chairman and CEO, and another two will be independent directors. One of the independent
shareholders will be proposed by shareholders before the date of the signing of the Shareholder Contract, and must be approved by the
new shareholders. The second independent shareholder will be proposed by the new shareholders and must be approved by the former
shareholders.
For other directors, each stake representing 11.11% of share capital will have the right to propose a director. If the total number of
directors cannot be reached, shareholders with stakes of less than 11.11% will have the right to appoint a director, in descending order.
If the new shareholders hold together more than 50% of share capital, they will have the right to appoint 5 of the remaining 9 directors.
The Board of Directors will name two Vice Chairmen, one proposed by shareholders existing before the date of signing of the Shareholder
Contract, and another on the proposal of the new shareholders.
The appointment of the CEO, on the proposal of the Chairman, must be based on the advice of a human resources, management
recruitment, or similar company of high reputation in the market, with the experience to find the candidate who best fits the profile of the
Company.
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The Figures
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