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

the directors concerned, in addition to not exercising or delegating their right to vote, are not present in
the meeting hall, when the Board of Directors discusses and votes on this matter.
It is recommended that the powers which here are attributed to the Board be non delegable, with the
exception of those mentioned in letters b) and c), which may be adopted under urgent circumstances by
the Delegated Commitee, with subsequent ratification by the full Board.
See captions: C.1 and C.6
Complies
9. The Board must have the optimum number of members so as to ensure efficient and participative
functioning, which makes it advisable for it to include at least five but not more than fifteen members.
See caption: B.1.1
Complies
10. External directors representing substantial shareholders must be a large majority on the Board and
the number of executive directors must be the minimum necessary, taking into account the complexity
of the corporate group and the shareholding percentage of the executive directors in the Company’s
capital.
See captions: A.2, A.3, B.1.3 and B.1.14.
Complies
11. In the event that there is an external director who can not be considered to be a director
representing substantial shareholders nor as independent, the Company must explain said
circumstance and his relationships, whether with the Company or its directors, or with its shareholders.
See caption: B.1.3
Not Applicable
12. Amongst external directors, the relationship between the number of directors representing
substantial shareholders and independent directors must reflect the ratio existing between the
company's capital represented by directors representing substantial shareholders and the remaining
capital.
This criterion with regard to strict proportionality may be loosened, so that the weight of the directors
who represent substantial shareholders may be greater than that which would correspond to the total
percentage of capital which they represent:
1 In companies with high levels of capitalization in which shareholdings which have the legal status of
significant are scarce or nonexistent, but there are shareholders with stock holdings possessing high
absolute value.
2 When the companies involved are those in which a majority of shareholders, whether represented on
the Board or not, are interrelated.
See captions: B.1.3, A.2 and A.3
Complies