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

13. The number of independent directors must represent at least one third of the total number of
directors.
See caption: B.1.3
Complies
14. The Board must explain the nature of every director before the General Meeting of Shareholders
which must effect or ratify appointments, with the appointments being confirmed, or if warranted,
reviewed annually in the Annual Corporate Governance Report, after verification by the Appointments
Committee. Said report must set forth the reasons why directors representing substantial shareholders
have been appointed at the request of shareholders whose shareholding stakes constitute less than 5%
of capital; and must set forth the reasons, if warranted, why the formal requests for presence on the
Board, by shareholders whose shareholding stake is equal to or greater than that of other shareholders
on whose behalf, upon their request, directors representing substantial shareholders were designated,
was not granted.
See captions: B.1.3 and B.1.4
Complies
15. When the number of women directors is scarce or zero, the Board of Directors must explain the
reasons why and the initiatives adopted to correct said situation; and, in particular, the Appointments
Committee must ensure that when there are vacancies:
a) The selection procedures do not contain implicit biases which hinder the selection of women
directors;
b) The company deliberately looks for, and includes women who fit the professional profile sought
amongst its potential candidates.
See captions: B.1.2, B.1.27 and B.2.3.
Please explain
There is no woman director on the Amper S.A. Board of Directors but the post of Legal Advisor and Company
Secretary is held by a woman.
The Remuneration and Appointments Commitee ensures that when new vacancies arise on the Board an
impartial and objective selection procedure is followed independently of the gender of the candidates.
16. The Chairman, as the person in charge of the efficient functioning of the Board, must ensure that
directors receive sufficient information prior to meetings; he must stimulate debate and active
participation by directors during Board sessions, ensuring their free holding and expressing of opinions,
and he must organize and coordinate the periodic evaluation of the Board with the relevant Commitee
chairpersons, including, if warranted, of the chief executive officer or executive director.
See caption: B.1 42
Complies
17. When the Chairman of the Board of Directors is also the Chief Executive Officer of the Company,
one of the independent directors is authorized to request the holding of the Board of Directors meeting
or the inclusion of new points in the order of the day, in order to coordinate and provide a forum for the
concerns of the external directors and to manage the evaluation of the Chairman by the Board.