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

REMUNERATION POLICY REPORT OF THE BOARD OF DIRECTORS OF AMPER,
S.A. CORRESPONDING TO 2011 AND 2012
In accordance with the provisions of recommendation 40 of the Unified Code of
Corporate Governance of Listed Companies and OF Article 61 Ter of the Securities
Market Act, the Board of Directors approves this remuneration policy report of the
Board of Directors of Amper, S.A. corresponding to 2011 and 2012, to be made
available to the Shareholders in connection with the next General Meeting for advisory
vote.
A) Remuneration policy approved by the Board of Directors for 2012.
The remuneration policy of the Board of Directors for 2012 is to continue applying
the one in force since 1 July 2011, which was agreed upon in 2009, adjusted for the
resolutions adopted in 2011 which were intended to:
(i) cooperate in the effort to reduce spending and the austerity being undertaken
by the Amper Group, and this despite the fact that the average remuneration of
the external advisers of Amper existing until 2011, the year in which this
decision was taken, was less than 30% of the average remuneration of external
advisers of companies of similar capitalization in Spain, reason for which and
effective as of 1 July 2011, the allowances and the fixed payment amounts of
the Board of Directors and of the Committees were reduced by 15%, and
(ii) recognise the dedication of the Chairman to tasks that go beyond those which
are merely institutional and related to the Chairmanship and which encompass
the responsibility for the internal audit areas and the investor relations
All this in the terms detailed in the Remuneration Policy Report of the Remuneration
of the Board of Directors corresponding to 2010 and 2011 that was approved at the
General Meeting of Shareholders held in June 2011.
Therefore, the remuneration policy currently in force consists in the following:
(i) Apply a ceiling limit (determined in the General Meeting held in June 2009) of
750,000 Euros for the annual remuneration of the Board of Directors in concepts of
a fixed payment and attendance allowances.
(ii) Distribute this amount among the various members of the Board of Directors and
according to the appropriate concept, in accordance with what was agreed upon by
this body in 2011, and taking effect as of 1 July 2011 in the following manner:
- Fixed monthly remuneration of the Chairman of the Board of Directors: 6,375
Euros.
- Fixed monthly remuneration of the Board Members: 2,125 Euros.
- Allowance of the Chairman for his attendance to the Board of Directors
meetings: 3,825 Euros.
- Allowance of the Board Members for their attendance to the Board of Directors
meetings: 1,275 Euros.
- Allowance of the Chairman of the Board of Directors for his attendance to the
Board Committees: 1,530 Euros.