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

Principal features of the precautionary measures system, with an estimation of the
amounts or annual equivalent amount
Conditions which must be respected in the contracts of those who belong to the
top management as Executive Directors, among which will be included
YES
YES
B.1.16 Specify whether the Board submits a report on the policy of remuneration of the Directors to a vote
of the General Shareholders’ Meeting, as a separate point in the agenda and for consultation purposes.
Where appropriate, explain the aspects of the report regarding the remuneration policy approved by the
Board for the future years, the most significant changes of said policies comparing to the period and a
global summary of the remuneration policy application during the financial year. Detail the role of the
Remuneration Committee and whether external consultancy services have been used, and specify the
identity of the external consultants who performed that service:
YES
Questions which will be dealt with in the report on the policy on remunerations
In accordance with the stipulations in article 40 of the Regulations of the Board of Directors, the Board
submits a report on the policy of remuneration of the Directors to a vote of the General Shareholders’
Meeting, as a separate point in the agenda and for consultation purposes.
Compensation policy for future financial years
To maintain the current policy, unless changes occur in the composition of the Board of Directors that
make it necessary to modify it.
The compensation policy in force in the financial year 2011
The General Shareholders meeting held on 19 June 2008 agreed to set an annual payment of 750,000
euros to cover payment of the board members, comprising a fixed monthly payment and expenses for
attendance at Board meetings and its committees.
The Board of Directors, in accordance with that established in article 24 of the Articles of Association
agreed, in its meeting on 25 May 2011 the following distribution of the total sum established by the General
Shareholders Meeting, with effect from 1 July 2011 onwards:
- A fixed allocation of 6,375 euros a month for the Chairman of the Board
- A fixed allocation of 2,125 euros a month for each Board member
- Allowance for attendance of the Chairman at Board meetings: 3,825 euros
- Allowance for attendance of the Directors at Board meetings: 1,275 euros
- Allowance for attendance of the Chairman at Board committee meetings: 1,530 euros
-Allowance for attendance of the Directors at Board committee meetings: 510 euros.
It was also agreed to limit the maximum number of meetings paid to each Committee to six (6).
This agreement continues in effect.
The role of the Remunerations Committee
The functions of the Appointments and Remunerations Committee as regards remunerations are regulated
in articles 26, 39 and 40 of the Regulations of the Board of Directors in force which stipulates, among the
responsibilities of this Committee, the following:
The role of the Remunerations Committee