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

a) To submit proposals with regard to the selection, appointment, re-election and replacement of the
external auditor, as well as with regard to his contracting conditions, to the Board of Directors.
b) To regularly receive information on the audit plan and the results of its execution from the external
auditor, and verify that senior management takes its recommendations into account.
c) To insure the independence of the external auditor, and to this effect:
i) To ensure that the Company communicates the change of auditor, as an important event, to the
CNMV (National Stock Market Committee), and that this communication is accompanied by a
declaration with regard to the possible existence of disagreements with the outgoing auditor, and,
in the event that said disagreements occurred, with regard to their nature.
ii) The audit committee must ensure that the Company and the auditor respect the rules which
are in force with regard to the rendering of services different from audit services, the limits as
regards the consolidation of the auditor’s business, and, in general, the remaining rules
established to ensure the independence of the auditors.
iii) In the event that the external auditor steps down, the Audit Committee must examine the
circumstances which motivated said action.
d) In the case of groups, the Audit Committee must favour the group auditor’s assumption of
responsibility for the audits of the companies comprising the group.
See captions: B.1.35, B.2.2, B.2.3 and D.3
Complies
51. The Audit Committee must be able to summon all company directors or employees, including
ordering them to appear with out any other director present.
Complies
52. The Audit Committee must inform the Board, prior to the Board's adoption of the corresponding
resolutions, with regard to the following issues indicated in Recommendation 8:
a) The financial information which, due to its status as a listed company, the Company must
periodically make public. The Committee must ensure that the clearing accounts are formulated with
the same accounting criteria as the annual accounts and, to this effect, the Committee must consider
the origin of an external auditor’s limited revision.
b) The creation or acquisition of shareholdings in special purpose entities or in entities with
headquarters in countries or regions which have the status of tax havens, as well as all other
transactions or operations of a similar nature which, due to their complexity, could be to the
detriment of the group's transparency.
c) Swaps, except when the prior report function has been attributed to another Committee from
amongst those dealing with supervision and control.
See captions: B.2.2 and B.2.3
Complies
53. The Board of Directors must attempt to present the accounts to the General Meeting without
reservations or qualifications in the audit report, and, under the usual circumstances that they exist, both
the Chairman of the Audit Committee as well as auditors must clearly explain the content and scope of
said reservations and qualifications to shareholders.