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

Name of the Committee
APPOINTMENTS AND REMUNERATION COMMITTEE
Brief Description
RULES OF ORGANIZATION AND FUNCTIONING:
In accordance with article 25 in force of the Regulations of Board of Directors approved by the Board, the
majority of the members of the Appointments Committee must be independent.
The Appointments and Remuneration Committee will meet each time the Board of the Company or its Chairman
request a report or submission of proposals within the sphere of their competencies, provided that, in the opinion
of the Chairman of the Committee, it is appropriate for the proper exercise of the committee’s functions.
Additionally, the committee will meet once a year to prepare a report on the compensation paid to Directors.
This report must be submitted to the Board and included with the information it publishes annually.
RESPONSIBILITIES:
Without prejudice to any other commitment which might be assigned to it by the Board of Directors, the Appointments
and Remuneration Committee will have the following competences:
a) Informing the Board on proposed appointments of Directors, assessing the necessary competences,
knowledge and experience of the candidates to hold the vacancies and of the Top Managers of the
company and its subsidiaries.
b) Informing the Board on the proposals of appointment and resignation of the Secretary and, as the
case may be, the Deputy Secretary.
c) To examine and organise, as considered adequate, the succession of the Chairman and the
Managing Director and, possibly, make proposals to the Board so that this succession takes place in an
ordered, well planned fashion.
d) To organise and coordinate the periodical annual evaluation of the Board of Directors together with
the Chairman of the Board in accordance with the stipulations in article 20.4 of the Regulations.
e) To submit a report to the Board of Directors for the purposes of the annual evaluation of its work by
the Chairman of the Board and by the Managing Director of the Company.
f) To annually verify the maintenance of the character whereby each Director was appointed and
include this in the Annual Report on Corporate Governance.
g) To propose to the Board the system of compensation of
- the Chairman or the Managing Directors, as the case may be.
- The other members of the Board of Directors.
h) To periodically review the compensation paid to the Board in order to ensure their suitableness for the
functions fulfilled by each one of its members, and to propose the Board of Directors an annual report on
the compensation policy of the Directors.
i) To submit proposals to the Board for the scales of remuneration applicable to the Top Managers and
its subsidiaries.
j) To submit to the Board the standard contracts for Top Managers of the company and its subsidiaries.