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

Brief description
ORGANISATIONAL AND OPERATIONAL RULES. Regulated by article 24 of the Board of Directors
Regulations. Meetings are called by the committee Chairman. It will routinely meet for ordinary sessions,
once a month, and for extraordinary sessions, whenever it is deemed necessary by the Chairman, the
Managing Director or three of its members. A session is deemed valid when half plus one of the members
are present or represented at the meeting. Agreements shall be passed by a majority vote among those in
attendance. The delegation of permanent powers to the Executive Committee, by the Board of Directors
shall be expressly and specifically declared, the delegation agreement will include the enumeration and
description of each one of the powers that are the subject of delegation. RESPONSIBILITIES. The
committee will inform the Board of Directors of any matters discussed and any decisions taken, in the
exercise of the delegated powers.
In cases where, in the opinion of the Chairman or three committee members, it is deemed necessary due to
the importance of the matter at hand, the agreements reached by the committee will be subject to ratification
by a plenary session of the Board.
Name of the Commitee
AUDIT AND CONTROL COMMITTEE
Brief Description
RULES OF ORGANISATION AND FUNCTIONING
In accordance with article 25 in force of the Regulations of the Board of Directors approved by the Board, all
the members of this Commitee must be external Directors, and their knowledge of accounting, auditing and
risk management must be taken into account for this appointment.
The committee meets periodically as required (at least four times a year). One of its sessions will be devoted
to evaluating the efficiency and fulfilment of the rules and procedures of governance of the company, and to
preparing information for approval by the Board of Directors and inclusion with the reports on the company
published each year.
The meetings of the committee are called by the committee Chairman. The Chairman calls meetings when
so required by the Chairman of the Board of Directors or by two members of the Committee.
All members of the management team or of the Company’s are obliged to attend the sessions of the
Committee and to collaborate with its work and furnish it access to the information they have if so required.
The Committee may also require the Auditors to attend its sessions.
In order to ensure it is better able to carry out its functions the committee may be advised by external
professionals, whose contracting it shall apply for from the Board of Directors. The Board of Directors may
not refuse to retain the services of such professional experts unless it is able to give reasons to show that it
is not in the company interest to do so.
RESPONSIBILITIES
In accordance with the article 25.2. of the Regulations of the Board of Directors, the Audit and control
Commitee will have the following basic responsibilities without prejudice to the other commitments assigned
to it by the Law, the General shareholders’ Meeting or the Board of Directors:
a) Informing the Board on issues raised by shareholders and considering suggestions made by
shareholders, the Board and Managers.
b) Proposing the Appointment of an Auditor, the conditions under which the auditor is retained, scope of
mandate and its revocation or non- renewal.
c) Liaison with external auditors; evaluation of the results of audits and the response of the management
team to the auditor’s recommendations; mediation in cases of disagreement over the criteria and principles
applicable to the Company’s Financial Statements; receiving information on issues that may jeopardise the
independence of the auditors and other information as regards the development process of the financial
statements, as well as other communications provided by the legislation on audits of accounts and technical
regulations for audits. The Committee will support the auditors of the Group’s Parent Company in order to
audit all the rest of companies.