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

may not refuse the recruitment unless a good reason is given,
taking into account the best interests of the Company.
Article 21)
Article 22)
The Board Members shall hold office for a period of five years but
may be re-elected by the General Meeting as often as it is deemed
appropriate and for periods of equal length.
The Board of Directors shall meet when the interests of the
company so requires, and at least once every three months. It
shall be convened by the Chairman or by the person acting in his
stead.
The Board Meeting shall be considered validly constituted when the meeting is attended
by, present or by representation, more than half of the members of
the Board of Directors. Any Board Member may grant, in writing, a
proxy to another Board Member. In order to adopt resolutions, the
affirmative vote of a majority of the Board Members present at the
meeting is required, except in cases in which the Law requires a
qualified majority.
The discussions and resolutions of the Board shall be recorded in a minute book, and
each act shall be signed by the Chairman and the Secretary, or by
those acting in their stead.
Article 23)
The Board of Directors shall have the full powers for the
management and representation of the company, with the only
limitation arising from the legal and statutory competence of the
General Meeting of Shareholders.
For purely declarative purposes and without limitation, the Board
of Directors shall have, among others, the following powers:
a) Designate, from among its members, a Chairman and, where appropriate, one or
more Vice-Chairmen, of which at least one shall be
appointed from among the independent Board Members.
Designate, also, a Secretary who is not necessarily a
Board Member.
b) Establish the convening of the Meetings, both ordinary and extraordinary, as and
when appropriate, in accordance with the present Articles
of Association, drafting the Agenda and formulating the
proposals which are appropriate and in accordance with
the nature of the Board that is convened.
c) Represent the company, in court and outside it, in all matters and in
administrative and judicial, civil, commercial and criminal
acts before the Administration of the State and public
corporations of all kinds, as well as before any court
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