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

The Regulations of the Board of Directors stipulates the possibility that the External Directors can agree to
the contracting of legal advisers, accountants, financial and other experts in order to have assistance for
their work.
The Chairman of the Company must be notified of the decision to retain the services of experts and it shall
be subject to the veto of the Board of Directors when such services are not considered necessary for the
full exercise of the functions entrusted to external Directors or when its cost is not reasonable in view of
the importance of the problem, or when the technical assistance required can be provided by experts and
technicians within the Company.
B.1.42 Specify and detail, where appropriate, if the Directors have a procedure to obtain sufficiently in
advance the information they need to prepare for the meetings of management-level decision-making
bodies:
YES
Details of the Procedure
As stated in the Regulations of the Board of Directors, all Directors are obliged to collect any information
they consider necessary or appropriate for the proper execution of their tasks. To this end, Directors have
been vested with the broadest range of powers to obtain information on any issue related to the company, to
examine its books, records, documents and other supporting information for company operations to the
extent that is necessary or appropriate for the diligent exercise of their functions. This right of information
also extends to the various subsidiary companies that belong to the consolidated group of companies and
must be exercised in accordance with the requirements of good faith. The right of access to information will
be exercised through the Chairman or Managing Director, who shall attend the Directors’ requests and
provide them the information they require directly or offer them appropriate interlocutors at the relevant level
of the organisation.
B.1.43 Specify and detail, where appropriate, if the Company has established rules which oblige the
Directors to notify and, possibly, resign in those cases in which they might damage the credit and
reputation of the Company:
YES
Explain the Rules
Article 36.2 of the Regulations of the Board of Directors establishes the obligation of the Directors to notify
the Company of any fact or situation which might damage the credit or reputation of the Company and, in
particular, of any criminal proceedings he might appear in as defendant and the subsequent difficulties of the
case. As regards the cases of resignation, Article 15.2 of the Regulations of the Board of Directors in force
establishes that the Board of Directors will request Directors to place their posts at the disposition of the
Board, among others, in the following cases:- When the reasons for which they were appointed no longer
apply. - When they affected by a case of incompatibility or prohibition laid down by the law, the Articles of
Association, this Regulation or other applicable rules. - When they are seriously reprimanded by the Audit
and Control Committee for having failed to comply with one of their obligations as a Director.- When their
remaining on the Board could jeopardise the trustworthiness and reputation of the Company.
B.1.44 Specify whether any Member of the Board has notified that he/she is involved in legal proceedings
or that an oral hearing has been issued against him/her due to any of the offences included in article 124 of