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

See caption: B.1.21
Not applicable
18. The Secretary of the Board of Directors must take particular care to ensure that the actions of the
Board have the following characteristics:
a) They conform to the letter and spirit of the Laws and regulations, including those approved by
regulatory entities;
b) They are in agreement with the Company’s Articles of Association and with the Regulations of the
General Meeting, of the Board of Directors and other regulations of the company;
c) They take into account the recommendations with regard to good governance contained in this
Unified Code accepted by the company.
In addition, in order to ensure the independence, impartiality and professionalism of the Secretary, his
appointment and dismissal must be communicated by the Appointments Commitee and approved by
the full Board of Directors, and said process of appointment and dismissal must be recorded in the
Regulations of the Board.
See caption: B.1.34
Complies
19. The Board of Directors must meet with the frequency necessary to efficiently perform its functions,
in accordance with the schedule of dates and matters which it establishes at the beginning of the
financial year, with each Director having the right to propose other points which were not initially
anticipated for inclusion in the order of the day.
See caption: B.1.29
Complies
20. Non-attendance on the part of the directors must be limited to situations of absolute necessity and
must be quantified in the Annual Corporate Governance Report. If representation is essential, it must be
conferred with instructions.
See captions: B.1.28 and B.1.30
Complies
21. When the directors or the Secretary express concerns with regard to a proposal or, in the case of
the directors, with regard to the company’s performance, and such concerns are not resolved at a Board
of Directors meeting, these concerns are recorded in the minutes at the request of the party who
expresses them.
Complies
22. The full Board of Directors must evaluate the following once a year:
a) The quality and efficiency of the Board’s functioning;
b) Based on the report submitted by the Appointments Committee, the performance of their functions