Amadeus IT Holding, S.A. and Subsidiaries - Investor relations at ...
Amadeus IT Holding, S.A. and Subsidiaries - Investor relations at ...
Amadeus IT Holding, S.A. and Subsidiaries - Investor relations at ...
Create successful ePaper yourself
Turn your PDF publications into a flip-book with our unique Google optimized e-Paper software.
Please specify whether the Board <strong>at</strong> its plenary sessions has reserved approval of the following<br />
decisions.<br />
On proposal by the first executive of the Company, the appointment <strong>and</strong> possible<br />
removal of senior management, as well as their indemnity clauses.<br />
Remuner<strong>at</strong>ion of Board members, as well as, in the case of executive members,<br />
additional remuner<strong>at</strong>ion for executive functions <strong>and</strong> any other conditions<br />
included in their contracts.<br />
B.1.15 Please specify whether the Board of Directors approves a detailed remuner<strong>at</strong>ion policy<br />
<strong>and</strong> identify items on which it issues an opinion:<br />
YES<br />
Fixed amounts, with their breakdown if applicable, paid for particip<strong>at</strong>ion in the<br />
Board <strong>and</strong> its committees, <strong>and</strong> estim<strong>at</strong>e of annual fixed remuner<strong>at</strong>ion as<br />
applicable.<br />
Variable remuner<strong>at</strong>ion items YES<br />
Main characteristics of benefits, estim<strong>at</strong>ed amount thereof or equivalent annual<br />
cost.<br />
Conditions to be included in the contracts of members who hold senior<br />
management positions as executive members.<br />
B.1.16 Please specify whether the Board submits a report (for consult<strong>at</strong>ion purposes) on the<br />
Directors’ remuner<strong>at</strong>ion policy to the shareholders to vote on as a separ<strong>at</strong>e item on the agenda<br />
<strong>at</strong> their General Shareholders’ Meeting. If so, please explain the aspects of the report rel<strong>at</strong>ed to<br />
the remuner<strong>at</strong>ion policy approved by the Board for future years, the most significant changes in<br />
these policies compared to the policy applied during the year <strong>and</strong> a global summary of how the<br />
remuner<strong>at</strong>ion policy was applied during the year. Please detail the role played by the<br />
Remuner<strong>at</strong>ion Committee, specify whether external advisory services were used <strong>and</strong>, if so,<br />
provide the identity of the external advisors consulted:<br />
YES<br />
Issues considered in the remuner<strong>at</strong>ion policy<br />
The present remuner<strong>at</strong>ion policy refers exclusively to the Directors’ annual remuner<strong>at</strong>ion based on<br />
a fixed annual sum, with no reference made to variable remuner<strong>at</strong>ion.<br />
The annual remuner<strong>at</strong>ion set for Directors for this fiscal year 2011 is based on membership on the<br />
Board <strong>and</strong>/or any of its Committees as well as the position held on each one of them (Chairman<br />
versus Member), as follows:<br />
Fixed annual remuner<strong>at</strong>ion for Board chairman: €180,000 (1)<br />
Fixed annual remuner<strong>at</strong>ion for membership of Board: €80,000<br />
Fixed annual remuner<strong>at</strong>ion for Board committee chairman: €40,000 (2)<br />
Fixed annual remuner<strong>at</strong>ion for membership of Board committee: €20,000<br />
(1) Includes remuner<strong>at</strong>ion in kind, but the total amount cannot exceed €180,000.<br />
(2) The remuner<strong>at</strong>ion for the chairman of the Board or of any Board committees includes the remuner<strong>at</strong>ion for<br />
membership of the Board or committee, as appropri<strong>at</strong>e.<br />
20<br />
NO<br />
YES<br />
YES<br />
YES<br />
YES