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

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NO<br />

B.1.25 Specify if the Articles of Association or the Regulations of the Board of Directors do not lay down<br />

any age limits <strong>for</strong> the Directors.<br />

NO<br />

Age limit <strong>for</strong> the Chairman Age limit <strong>for</strong> the Managing Director Age limit <strong>for</strong> the Directors<br />

0 0 0<br />

B.1.26 Specify whether the Articles of Association or the Regulations of the Board of Directors lay down a<br />

limited m<strong>and</strong>ate <strong>for</strong> the independent Directors.<br />

NO<br />

Maximum m<strong>and</strong>ate 0<br />

B.1.27 In case the number of female Directors is minimum or null, explain the reasons <strong>and</strong> the initiatives<br />

adopted to amend that situation.<br />

Explanation of the reasons <strong>and</strong> initiatives<br />

The Appointments <strong>and</strong> Remuneration Commitee follows a totally objective <strong>and</strong> impartial criteria <strong>for</strong> the<br />

selection of possible c<strong>and</strong>idates to <strong>for</strong>m part of the Board of Directors <strong>and</strong> proposes the c<strong>and</strong>idates taking<br />

into account their personal <strong>and</strong> professional qualities regardless of gender.<br />

The Board of Directors at its meeting held on 17 December 2008 appointed Mrs. Mónica Martín de Vidales<br />

Godino as Secretary of the Board.<br />

Specify if the Appointments <strong>and</strong> Remuneration Commitee has established procedures to prevent implicit<br />

bias in the selection processes which might hinder the selection of female Directors, <strong>and</strong> deliberately<br />

seeks women c<strong>and</strong>idates who have the required profile.<br />

NO<br />

B.1.28 Specify if there are <strong>for</strong>mal procedures <strong>for</strong> proxy voting at meetings of the board of Directors. Where<br />

appropriate, describe them briefly.<br />

The Board of Directors Regulations establishes If, with good reason, a Director is unable to attend a meeting to<br />

which he/she has been called he must appoint <strong>and</strong> instruct a Director to represent him, the representative of the<br />

same class as the Director.

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