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

y the Chairman of the Board and by the Company’s Chief Executive;
c) The functioning of the Board’s Committees, based on the report which these Committees submit
to the Board.
See caption: B.1.19
Complies
23. All of the directors may exercise the right to collect the additional information which they judge to be
necessary with regard to matters which fall within the competence of the Board of Directors. Unless the
Articles of Association or Regulations of the Board of Directors stipulate otherwise, they shall direct their
request for information to the Chairman or Secretary of the Board.
See caption: B.1.42
Complies
24. All of the directors have the right to obtain whatever guidance or advice is necessary from the
Company in order to fulfil their functions. In addition, the Company must provide the channels
necessary for the exercise of this right, which, under particular circumstances may include the right to
external consultancy which is debited to the Company.
See caption: B.1.41
Complies
25. The companies must establish an orientation programme which rapidly provides new directors with
sufficient knowledge with regard to the business, as well as with regard to its corporate governance
rules. The companies must also offer the directors programmes for updating their knowledge when
circumstances so warrant.
Complies
26. The companies must require the directors to dedicate the time and effort to their functions
necessary to efficiently perform them and therefore:
a) The directors must inform the Appointment Committee with regard to their remaining professional
obligations in the event that they might interfere with amount of dedication required;
b) The companies must establish rules with regard to the number of Boards of Directors which their
directors may serve on.
See captions: B.1.8, B.1.9 and B.1.17
Complies
27. The proposal for appointment or re-election of directors which the Board of Directors submits to the
General Meeting of Shareholders, as well as their temporary appointment through co-optation, are
approved by the Board of Directors:
a) On the proposal of the Appointments Committee, in the case of independent directors.
b) After the submission of a report by the Appointments Committee, in the case of the remaining
directors.
See caption: B.1.2