Management bodies

Telefónica's basic corporate governance regulations are set out in the Corporate Bylaws , in the Regulations of the General Shareholders' Meeting and in the Regulations of the Board of Directors .

The Regulations of the Meeting establishe the principles of its organisation and operation, offering shareholders a framework that guarantees and facilitates the exercise of their rights with regard to the General Shareholders' Meeting, as the governing body of the Company.

Likewise, the Regulations of the Board of Directors, as the company's basis of Corporate Governance, determine the principles guiding the actions of the Board of Directors, regulate the way it is organised and operates and establishe the rules of conduct for its members.

In accordance with this, and as the basis of the governing structure of Telefónica, the Regulations of the Board of Directors of the Company set out the basic principles that guide the actions of its Board of Directors:

• With respect to corporate interest. The Board of Directors performs its duties in accordance with corporate interest, understood as the interest of the Company and, in this regard it acts to ensure the long-term feasibility of the Company and to maximise its value; furthermore, it weighs up the legitimate plural interests, whether public or private, which come together in the development of all business activity.
• With respect to its shareholders. The Board of Directors, in its capacity as the link between ownership and management, undertakes the obligation of managing the channels necessary to ascertain shareholder proposals with regard to the management of the Company. The Board of Directors also undertakes to guarantee equal treatment in its relations with shareholders. Likewise, the Company presents all information of interest to shareholders on its website.
• With respect to the market. The board undertakes to take any steps and to adopt any measures necessary to ensure Company transparency in the financial markets, and to promote the correct formation of the company share price, avoiding insider dealing, in particular.