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

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efers, except in those cases that would involve revealing commercially sensitive in<strong>for</strong>mation. It will<br />

stress the most significant changes to these policies applied during the last financial year to which<br />

General Meeting of shareholders relates. It will also include an overall summary of how the<br />

compensation policy was applied during the last financial year.<br />

The Board of Directors must additionally report on the role played by the salaries committee in drawing<br />

up the salaries policy <strong>and</strong>, if external consultants were used, the name of the external consultants.<br />

See captions: B.1.16<br />

Complies<br />

41. The Annual Report must break down the individual remuneration of the directors during the financial<br />

year <strong>and</strong> must include the following:<br />

a) The individual breakdown of each director's remuneration, which will include, if the case requires<br />

so:<br />

i) Attendance fees <strong>and</strong> other fixed remuneration as a director;<br />

ii) Additional remuneration as Chairman or member of a Board committee;<br />

iii) Any remuneration <strong>for</strong> participation in the <strong>for</strong>m of compensation or bonuses, <strong>and</strong> the reason<br />

why it was granted.<br />

iv) Contributions in favour of the director to defined contribution pension plans, or an increase in<br />

the director's consolidated rights, when contributions to defined contribution plans are involved;<br />

v) Any compensation agreed upon or paid in the event of termination of duties;<br />

vi) The remuneration received as a director of other companies in the group;<br />

vii) The remuneration <strong>for</strong> the per<strong>for</strong>mance of Senior Management functions by executive<br />

directors;<br />

viii) Any other remuneration item different from the above, whatever its nature or the group entity<br />

which pays it, especially when it has the status of a swap, or its omission distorts the accurate<br />

reflection of the total remuneration received by the director.<br />

b) The individualized breakdown of possible deliveries to directors of shares, stock options or any<br />

other instrument tied to share value, with a list of:<br />

i) The number of shares or options granted during the year, <strong>and</strong> the conditions <strong>for</strong> their exercise;<br />

ii) The number of options exercised during the year, with an indication of the number of shares<br />

affected <strong>and</strong> the price of the exercise;<br />

iii) The number of options pending exercise at the end of the year, with an indication of their price,<br />

date <strong>and</strong> other requirements <strong>for</strong> exercise;<br />

iv) All modifications during the year of the conditions regarding the exercise of the options<br />

granted.<br />

c) In<strong>for</strong>mation with regard to the relationship between said past financial year, between the<br />

remuneration obtained by the executive directors <strong>and</strong> the results or other indicators of the<br />

Company's per<strong>for</strong>mance.<br />

Complies<br />

42. When a Delegated or Executive Commitee exists (hereinafter, “Delegated Commitee”), the structure

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