AMPER, SA and Subsidiaries Consolidated Financial Statements for ...
AMPER, SA and Subsidiaries Consolidated Financial Statements for ... AMPER, SA and Subsidiaries Consolidated Financial Statements for ...
efers, except in those cases that would involve revealing commercially sensitive information. It will stress the most significant changes to these policies applied during the last financial year to which General Meeting of shareholders relates. It will also include an overall summary of how the compensation policy was applied during the last financial year. The Board of Directors must additionally report on the role played by the salaries committee in drawing up the salaries policy and, if external consultants were used, the name of the external consultants. See captions: B.1.16 Complies 41. The Annual Report must break down the individual remuneration of the directors during the financial year and must include the following: a) The individual breakdown of each director's remuneration, which will include, if the case requires so: i) Attendance fees and other fixed remuneration as a director; ii) Additional remuneration as Chairman or member of a Board committee; iii) Any remuneration for participation in the form of compensation or bonuses, and the reason why it was granted. iv) Contributions in favour of the director to defined contribution pension plans, or an increase in the director's consolidated rights, when contributions to defined contribution plans are involved; v) Any compensation agreed upon or paid in the event of termination of duties; vi) The remuneration received as a director of other companies in the group; vii) The remuneration for the performance of Senior Management functions by executive directors; viii) Any other remuneration item different from the above, whatever its nature or the group entity which pays it, especially when it has the status of a swap, or its omission distorts the accurate reflection of the total remuneration received by the director. b) The individualized breakdown of possible deliveries to directors of shares, stock options or any other instrument tied to share value, with a list of: i) The number of shares or options granted during the year, and the conditions for their exercise; ii) The number of options exercised during the year, with an indication of the number of shares affected and the price of the exercise; iii) The number of options pending exercise at the end of the year, with an indication of their price, date and other requirements for exercise; iv) All modifications during the year of the conditions regarding the exercise of the options granted. c) Information with regard to the relationship between said past financial year, between the remuneration obtained by the executive directors and the results or other indicators of the Company's performance. Complies 42. When a Delegated or Executive Commitee exists (hereinafter, “Delegated Commitee”), the structure
of the participation in the different categories of directors must be similar to that of the Board itself and its Secretary must be from the Board. See captions: B.2.1 and B.2.6 Complies 43. The Board of Directors must always have knowledge of the matters dealt with and the resolutions adopted by the Delegated Committee and all members of the Board must receive a copy of the minutes of the Delegated Committee’s sessions. Complies 44. In addition to the Audit Committee required by the Stock Market Act, the Board of Directors must create within itself a Committee or two separate Committees, which handle Appointments and Remuneration. The rules with regard to the make-up and functioning of the Audit Committee and the Committee or committees on Appointments and Remuneration are set forth in the Board Regulations, and include the following: a) The Board must designate the members of these Committees, taking into account the knowledge, aptitudes and experience of the directors and the tasks of each Committee, discuss their proposals and reports, and before the Board of Directors, the members of these Committees must report, at the first full meeting of the Board of Directors, subsequent to the Committees’ meetings, on their activity, and they must justify the work performed by the Committees. b) Said Committees must be composed exclusively of external directors, with a minimum of three. The foregoing is understood to be without prejudice to the attendance of executive director or senior management, when Committees members expressly assent thereto. c) Their Chairmen must be independent directors. d) They may resort to external consulting, when they consider it to be necessary for the performance of their functions. e) Minutes must be taken in the meetings, and a copy of said minutes must be sent to all Board members. See captions: B.2.1 and B.2.3 Complies 45. The Audit Committee, the Appointments Committee, or, if they exist separately, Compliance Committees or Corporate Governance Committees, are responsible for supervising compliance with internal codes of conduct or with corporate governance regulations. Complies 46. The members of the Audit Committee, and especially its Chairman, are designated taking into account their knowledge and experience with regard to accounting, audits and risk management. Complies
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of the participation in the different categories of directors must be similar to that of the Board itself <strong>and</strong><br />
its Secretary must be from the Board.<br />
See captions: B.2.1 <strong>and</strong> B.2.6<br />
Complies<br />
43. The Board of Directors must always have knowledge of the matters dealt with <strong>and</strong> the resolutions<br />
adopted by the Delegated Committee <strong>and</strong> all members of the Board must receive a copy of the minutes<br />
of the Delegated Committee’s sessions.<br />
Complies<br />
44. In addition to the Audit Committee required by the Stock Market Act, the Board of Directors must<br />
create within itself a Committee or two separate Committees, which h<strong>and</strong>le Appointments <strong>and</strong><br />
Remuneration.<br />
The rules with regard to the make-up <strong>and</strong> functioning of the Audit Committee <strong>and</strong> the Committee or<br />
committees on Appointments <strong>and</strong> Remuneration are set <strong>for</strong>th in the Board Regulations,<br />
<strong>and</strong> include the following:<br />
a) The Board must designate the members of these Committees, taking into account the knowledge,<br />
aptitudes <strong>and</strong> experience of the directors <strong>and</strong> the tasks of each Committee, discuss their proposals<br />
<strong>and</strong> reports, <strong>and</strong> be<strong>for</strong>e the Board of Directors, the members of these Committees must report, at<br />
the first full meeting of the Board of Directors, subsequent to the Committees’ meetings, on their<br />
activity, <strong>and</strong> they must justify the work per<strong>for</strong>med by the Committees.<br />
b) Said Committees must be composed exclusively of external directors, with a minimum of three.<br />
The <strong>for</strong>egoing is understood to be without prejudice to the attendance of executive director or senior<br />
management, when Committees members expressly assent thereto.<br />
c) Their Chairmen must be independent directors.<br />
d) They may resort to external consulting, when they consider it to be necessary <strong>for</strong> the<br />
per<strong>for</strong>mance of their functions.<br />
e) Minutes must be taken in the meetings, <strong>and</strong> a copy of said minutes must be sent to all Board<br />
members.<br />
See captions: B.2.1 <strong>and</strong> B.2.3<br />
Complies<br />
45. The Audit Committee, the Appointments Committee, or, if they exist separately, Compliance<br />
Committees or Corporate Governance Committees, are responsible <strong>for</strong> supervising compliance with<br />
internal codes of conduct or with corporate governance regulations.<br />
Complies<br />
46. The members of the Audit Committee, <strong>and</strong> especially its Chairman, are designated taking into<br />
account their knowledge <strong>and</strong> experience with regard to accounting, audits <strong>and</strong> risk management.<br />
Complies
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