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

See caption: B.1.38
Complies
54. The majority of the members of the Appointments Committee or the Appointments and
Remunerations Committee, if they are combined in single entity, must be independent directors.
See caption: B.2.1
Complies
55. In addition to the functions indicated in the preceding Recommendations, the following correspond
to the Appointments Committee:
a) The evaluation of the skills, knowledge and experience which are necessary for the Board, to
consequently define the functions and aptitudes which the candidates who are to cover vacancies
must possess, and evaluate the time and dedication which are necessary for the excellent
performance of their tasks associated with these positions.
b) Examine or organize, in a manner deemed suitable, the succession of the Chairman and Chief
Executive Officer, and, if warranted, make proposals to the Board of Directors, so that said
succession takes place in an orderly and well planned manner.
c) Provide notification with regard to the appointments and dismissals from office of senior level staff
which the Chief Executive Officer proposes to the Board.
d) Inform the Board regarding issues of gender diversity indicated in Recommendation 14 of this
Code.
See caption: B.2.3
Complies
56. The Appointments Committee must consult the Company’s Chairman and the Chief Executive
Officer, especially when matters relative to executive directors are involved.
Any director may request that the Appointments Committee takes into consideration potential
candidates, if he considers them to be suitable, for the filling of vacancies left by directors.
Complies
57. In addition to the functions indicated in the preceding Recommendations, the following correspond
to the Remuneration Committee:
a) To propose to the Board of Directors:
i) The remuneration policy for directors and senior level staff;
ii) The individual remuneration for executive directors and other conditions of their contracts.
iii) The basic contract conditions of senior level staff.
b) To ensure the observance of the remuneration policy established for the Company.
See captions: B.1.14 and B.2.3
Complies
58. The Remuneration Committee must consult the Chairman and the Company's Chief Executive
Officer, especially when issues relative to the executive directors and senior level staff are involved.
Complies