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

- Allowance of the Board Members for their attendance to the Board Committees:
510 Euros.
- The remunerated attendance to meetings shall be limited to a maximum of six
(6) for each
Currently, as in 2011, there are three (3) Board Committees still existing: Executive
Committee, Audit and Control Committee and the Appointments and Remuneration
Committee
Assuming that all Board Members attend all meetings and the total number of
Board Members, Board Committees and every Committee member is maintained,
the total remuneration of the Board for these concepts shall be within the limit of
750,000 Euros, which is the amount approved by the Board and which remains in
force for 2012.
Please note that during the period of 1 January 2011 to 30 June 2011, the amounts
established were those set out in the Remuneration Policy Report of the Board of
Directors of Amper, S.A. corresponding to 2011 and 2012 approved by the General
Meeting of Shareholders held on June 2011 and to which we refer.
The previous system was applied equally to all Board Members and, with the
exception of what is subsequently indicated for the Chief Executive Officer, there
are no other variable remuneration concepts or pension systems for the Board
Members during their capacity as such.
In the case of the Chief Executive Officer, incorporated in July 2010, the conditions
applicable to it consist of a fixed and a variable remuneration up to 50% of the fixed
remuneration, the right to a car and health, life and civil liability insurance in
accordance with the policies of the group and the right to receive the equivalent of
two years' gross remuneration upon termination of the Board Member’s office.
Effective as of 1 January 2012, with a favourable report from the Appointments and
Remuneration Committee, the Board of Directors agreed to increase the variable
remuneration of the Chief Executive Officer up to 65% of the fixed remuneration.
Additionally, during 2011, the Board of Directors and the General Shareholders
Meeting approved a Stock Option Plan for the Board Members and including the
Chief Executive Officer among its beneficiaries which can only be exercised after 1
July 2014 in the event that the conditions for its exercise are met. The Plan
includes a maximum of 408,000 shares representing 1.38% of the total capital, of
which a maximum of 80,000 shares will correspond to the Chief Executive Officer.
The complete conditions of the Stock Option Plan are contained in the resolutions
of the General Meeting of Shareholders held on 29 June 2011 published as a
Significant Event in the National Securities Market Commission.
B) Other information concerning the remuneration of the Board of Directors in
2011
The total amount paid during the year 2011 to all members of the Board of
Directors of Amper, S.A. for all concepts, excluding the amounts received by the
Executive Directors in their capacity as such, and those arising from indemnification
concepts due to the termination of the office held amounted to a total of 563
thousand Euros. The breakdown by type of the Board Members is as follows: