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

- B BOARD OF DIRECTORS.
Article 20)
The Board of Directors is the body responsible for the management
and representation of company and shall consist of a number of
Board Members not less than 7 and not more than 15.
Determining the number of Board Members which the Board of
Directors must comprise at all times, always within the minimum
and maximum established in the previous paragraph,
corresponds to the General Meeting of Shareholders.
The system of delegations and powers of attorney shall comply
with the provisions set out in the Law.
The Board of Directors shall appoint an Audit and Control
Committee from among its members. The number of members of
the Audit and Control Committee shall not be less than three and
no more than five and shall be established by the Board of
Directors. The majority of the members of the Audit and Control
Committee should be Board Members and must not be
executives of the company. The Audit and Control Committee
shall have the powers and shall be governed by the rules of
operation which are listed below.
Without prejudice to any other duties assigned by the Law, the
General Meeting or the Board of Directors and the Audit and
Control Committee shall have the following basic responsibilities:
a) Report to the General Meeting of Shareholders regarding
the issues raised by the shareholders in the Meeting
regarding their powers, and consider the suggestions
regarding this matter raised by the shareholders, the
Board of Directors and the executives of the Company.
b) Propose to the Board of Directors, and submit for the
approval of the General Meeting of Shareholders, the
appointment of the accounts auditor, his contract
conditions, the scope of his professional services and,
where appropriate, the revocation or the nonrenewal of
the appointment;
c) Relationships with the external auditors, evaluate the
results of each audit and the management team's
response to its recommendations and mediate in cases of
discrepancies between the former and the latter regarding
the applicable principles and criteria in the preparation of
the financial statements, as well as to receive information
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