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

Complies
8. The Board accepts, as the core of its mission, the approval of the company's strategy and the precise
organization for its implementation, as well as the and the Board will supervise and control the
Directorate in order to ensure that it fulfils established objectives and respects the company's corporate
interest. To this effect, the full Board reserves the power to approve:
a) The general policies and strategies of the company, and, in particular:
i) The strategic or business plan, as well as management objectives and annual budgets;
ii) Investment and financing policy;
iii) The definition of the structure of the corporate group;
iv) Corporate governance policy;
v) Policy with regard to corporate social responsibility;
vi) Policy with regard to the remuneration and the evaluation of the performance of senior level staff;
vii) Policy with regard to the control and management of risks, as well as periodic monitoring of
internal information and control systems.
viii) Policy with regard to dividends, as well as with regard to bought back shares, especially with
regard to limits.
See captions: B.1.10, B.1.13, B.1.14 and D.3
b) The following decisions:
i) At the proposal of the chief executive officer of the company, the appointment and possible
dismissal of senior level staff, as well as their compensation clauses.
See caption: B.1.14.
ii) The remuneration of directors, as well, in the case of executives, as the additional remuneration
on account of their executive functions and additional conditions found in their contracts.
See caption: B.1.14.
iii) The financial information which, due to its status as a listed company, the company must
periodically make public.
iv) The investments and operations of all types which, due to their high amount or special
characteristics, are of a strategic nature, unless their approval corresponds to the General Meeting;
v) The creation or purchase of shareholdings in special purpose entities or in entities with
headquarters in countries or regions which have the status of tax havens, as well as any other
analogous transactions or operations which, due to their complexity, could act to the detriment of the
group’s transparency.
c) The operations which the company performs with directors, major shareholders or represented
parties on the Board of Directors or with persons connected to them (“related party transactions).
That authorization by the Board shall not be deemed necessary, nevertheless, for those related party
transactions which simultaneously fulfil the following three conditions:
1. They are performed pursuant to contracts whose conditions are standardized and are applied in
mass to many customers;
2. Those transactions which are performed at prices or rates established in general by the individual
who is supplying the good or service involved;
3. Those transactions whose amount does not exceed 1% of the Company’s annual income.
It is recommended that the Board approve related party transactions after a favourable report by the
Audit Committee or, if warranted, by any other committee to whom that function is entrusted, and that