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

Regulations governing the Board of Directors, the
Regulations of the General Meeting of Shareholders and,
in general, the rules of governance of the company, and
raise the necessary proposals for improvement. In
particular, it corresponds to the Audit and Control
Committee to receive information and, where appropriate,
issue a report regarding disciplinary measures against
members of the senior management team of the
Company.
The Audit and Control Committee shall designate a Chairman
from among its members, who shall be a non-executive Board
Member. The term of his office shall be a maximum of four years,
and he may be re-elected after a period of one year after his
cessation. The Secretary of the Board of Directors shall act as
Secretary in the Committee, and the Deputy Secretary of the
Board of Directors shall act as such in the absence thereof,
where appropriate. The resolutions adopted at each session shall
be recorded and these shall be reported the plenary of the Board.
The Committee shall be validly constituted when the meeting is
attended by more than half of its members. If the number of
those attending were an odd number, the immediately lower
whole number shall be deemed sufficient. The resolutions shall
be adopted by the absolute majority of those attending the
meeting.
The Audit and Control Committee shall meet periodically
depending on the needs and at least four times a year. One
meeting must be, by requirement, devoted to the assessment of
the efficiency and the compliance with the rules and procedures
governing the Company and to prepare the information that the
Board of Directors must approve and include in its annual public
documentation. It shall be convened by its Chairman when he
deems appropriate or by order of the Chairman of the Board of
Directors, or by two members of the Committee itself. The notice
of call shall be executed by letter, telegram, fax or email, not less
than five days from the date of the meeting.
Any member of the management team or staff of the Company is
obliged to attend the meetings of the Audit and Control
Committee when required to do so, and they shall cooperate with
the Committee and provide the Committee access to the
information in his possession. The Committee may also require
the attendance of the Accounts Auditors to its meetings.
For the best performance of its functions, the Audit and Control
Committee may seek the advice of external professionals whose
recruitment shall be approved by the Board of Directors, which
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