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

along with the functions and powers relating to matters or
specific areas of corporate management and
administration.
j) Regulate the operation of the Board in all matters not
specifically covered by Law or by these Articles of
Association.
In accordance with what is stated in paragraph one of this article,
the powers listed above are for purely declarative purposes and
without limitation, with the understanding that all powers that are
not expressly reserved for the General Meeting shall correspond to
the Board of Directors.
Article 24)
The remuneration of the Board of Directors shall consist in a
fixed and specified monthly allowance and in allowances
allocated for attending the meetings of the Board of Directors, as
well as the meetings of its Committees. The total remuneration
amount that the Company may compensate all of its Board
Members, for both items, shall be determined by the General
Meeting of Shareholders for this purpose, which shall remain in
force until an amendment of this provision is not agreed upon by
the General Meeting. The setting of the exact amount to be paid
within this limit, and its distribution among the various Board
Members, shall correspond to the Board of Directors.
Additionally, and irrespective of the remuneration referred to in
the previous section, the establishment of remuneration systems
is provided for. These are linked to the value of the market price
of the shares, or involving the delivery of shares or of stock
option rights to the Board Members. The application of these
remuneration systems must be approved by the General Meeting
of Shareholders which will determine the value of the shares
used as a reference, the number of shares to be delivered to
each Board Member, the strike price of the stock option rights,
the term of duration of this system of remuneration and other
conditions deemed appropriate.
The remuneration provided for in this article shall be compatible
and shall be understood as independent of the salary
remuneration, indemnities, allowances or compensation of any
kind which, in general terms or in individual terms, are
established in each contract for those members of the Board of
Directors having an employment relationship with the Company,
ordinary or in special senior management, or a relationship with
respects to the provision of other kinds of services,
notwithstanding the fact that the corresponding amounts must be
stated in the Annual Report under the terms provided in Article
14