AMPER, SA and Subsidiaries Consolidated Financial Statements for ...

32. Companies must establish rules which oblige directors to provide notification and, if warranted,
resign in those cases in which their presence can harm the credit and reputation of the company, and
specifically, they must notify the Board of any criminal cases in which they appear as suspects, as well
as with regard to their subsequent legal difficulties.
If charges are brought against a director or if a judge's order for a hearing to commence is brought
against him for any of the offences indicated in section 124 of the Public Limited Companies Act, the
Board of Directors must examine the case as soon as possible and, in view of the specific
circumstances, must decide whether it is appropriate or not for the director to continue in his position.
The Board of Directors must report all of this in a reasoned manner in the Annual Corporate
Governance Report.
See captions: B.1.20, B.1.43, B.1.44
Complies
33. All of the directors must clearly express their opposition when they consider that any proposal for a
decision submitted to the Board may be contrary to the Company’s interest. In particular, independent
directors and other directors not affected by the potential conflict of interest must do so, when the
decisions involved may be harmful to the interests of shareholders not represented on the Board.
When the Board adopts important or repeated resolutions with regard to which a director has serious
reservations, said director shall draw the appropriate conclusions, and if he chooses to resign, should
explain his reasons in the letter referred to in the following recommendation.
This Recommendation also applies to the Secretary of the Board, although he does not hold the office
of director.
Complies
34. When a director, whether due to resignation or another reason, leaves his office before the end of
his term, he should explain his reasons in a letter which he will send to all Board members. Without
prejudice to said termination being presented as an important event, the reason for the termination shall
be reported in the Annual Corporate Governance Report.
See caption: B.1.5
Complies
35. The remuneration policy approved by the Board must at minimum address the following issues:
a) The amount of the fixed remuneration items, with a breakdown, if warranted, of the fees for
participation on the Board and its Committees and an estimate of the annual fixed remuneration
which results from the above;
b) Variable remuneration items, including, in particular:
i) Types of directors to which they apply, as well as an explanation of the relative importance of
variable remuneration items as opposed to fixed remuneration items.
ii) Evaluation criteria with regard to performance upon which all rights to remuneration in the form
of shares, stock options or any variable component are based;
iii) Basic parameters and foundation for any system of annual bonuses or other compensation not
paid in cash; and
iv) An estimate of the total amount of variable remuneration which would result from the proposed
remuneration plan, depending on the degree of fulfilment of the reference objectives or
assumptions.