Amadeus IT Holding, S.A. and Subsidiaries - Investor relations at ...

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Please specify, if applicable, the person/s who certified the individual and consolidated financial statements of the Company for preparation by the Board: Name Position LUIS MAROTO CAMINO CEO ANA DE PRO GONZALO CFO B.1.32 Please explain any mechanisms established by the Board of Directors to prevent the individual and consolidated financial statements prepared by the Board from being submitted to the shareholders at their General Shareholders’ Meeting with a qualified audit opinion. The Audit Committee is the body entrusted with addressing these matters, in such a manner that prior to forwarding the financial statements to the Board of Directors for drawing up and subsequent submission to the General Shareholders’ Meeting, the prior resolution of said Committee is required. The Committee evaluates the results of each audit and the responses of the management team to its recommendations and intervenes in cases of discrepancies between the former and the latter in relation to the applicable principles and criteria in preparation of the financial statements. The Board of Directors will procure definitively drawing up the Annual Financial Statements in such a manner that there are no qualifications by the auditor. Notwithstanding the above, when the Board feels it must maintain its criteria, it will publicly explain the contents and scope of the discrepancy. B.1.33 Is the Secretary of the Board a Director? NO B.1.34 Please explain procedures for appointment and removal of the Secretary of the Board, specifying if said appointment and removal are based on a report by the Nomination Committee and approved by the Board in full. Appointment and removal procedure The Board of Directors will elect a Secretary, the appointment of which may be made to one of its members or to a person not on the Board having the aptitude to perform the duties inherent to said position. In the event that the Secretary of the Board of Directors does not hold Director status, he or she will have a voice but no vote. When the Secretary is also the general counsel, a legal professional of proven prestige and experience should be designated. The Secretary or, as the case may be, the general counsel, when the Secretary does not hold such position, will care for the formal and material legality of the Board’s actions, will verify its compliance with the Bylaws, compliance with provisions issued by regulatory bodies and will watch over the observance of the Company’s corporate governance criteria and the rules of this Regulation. The Secretary will be appointed and, as the case may be, removed by the plenary Board subject to a Report, in both cases, by the Nomination and Remuneration Committee. 28
The present position of Secretary/Non-Director is held by Mr. Tomás López Fernebrand who, in turn, is responsible of the Legal Department of the Amadeus Group. The Secretary of the Board is, in turn, general counsel. His appointment dates from January 2006. Consequently, to date no change has been made which has required the participation of the Nomination and Remuneration Committee. Does the Nomination Committee issue reports on appointments? YES Does the Nomination Committee issue reports on removals? YES Are appointments approved by the Board in plenary session? YES Are removals approved by the Board in plenary session? YES Is it the duty of the Secretary of the Board to take particular care of good governance recommendations? YES B.1.35 Please specify any mechanisms established by the Company to ensure the independence of its auditor, financial analysts, investment banks and rating agencies. It is the task of the Audit Committee to carry the relations with the external auditors in order to receive information on those matters which may place the independence of the latter at risk and any other matters related to the auditing process, as well as such other communications provided by auditing laws and the technical rules of auditing. The Audit Committee proposes to the Board of Directors, for submission to the General Shareholders’ Meeting, the appointment of the external auditors, as well as their contracting conditions, the scope of their professional mandate and, as the case may be, their revocation or non-renewal. The auditors customarily participate in meetings of the Audit Committee and, at the request of the latter, may hold meetings with the Committee without the presence of the management team. The Committee has exercised this right in 2011. The Audit Committee receives from the auditors, on an annual basis, written confirmation of their independence vis-à-vis any directly or indirectly related entity or entities, as well as information on the additional services of any kind provided to these entities by the aforesaid auditors or companies, and issues, also on an annual basis, prior to the issue of the audit report, a report stating its opinion on the independence of the auditors or audit companies. There are no special conditions relating to relationships with financial analysts, investment banks and rating agencies and these entities operate fully independently of the Company. The information disclosed by the Company complies with the principles of transparency and fairness; the information is true, clear, quantified and complete and contains no subjective assessments that are or may be misleading. B.1.36 Please specify whether the Company changed its external auditor during the year. If so, please identify the incoming and outgoing auditor: NO 29
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Page 152 and 153: AMADEUS IT HOLDING, S.A. AND SUBSID
Page 176 and 177: FORM ANNUAL CORPORATE GOVERNANCE RE
Page 178 and 179: A.3 Please complete the following t
Page 180 and 181: A.8 Please complete the following t
Page 182 and 183: B.1.2 Please complete the following
Page 184 and 185: Central Bank to assume a role with
Page 186 and 187: Reasons As a result of the placemen
Page 188 and 189: B.1.8 Please detail any Board membe
Page 190 and 191: Other Benefits Amount in thousands
Page 192 and 193: B.1.13 Please identify the total am
Page 194 and 195: Please specify whether the Board at
Page 196 and 197: MR. ENRIQUE DUPUY DE LOME CHAVARRI
Page 198 and 199: B.1.19 Please specify the procedure
Page 200 and 201: B.1.24 Please specify whether the c
Page 204 and 205: Outgoing auditor Incoming auditor I
Page 206 and 207: Explanation of procedure its books,
Page 208 and 209: egulatory requirements, the proper
Page 210 and 211: l) issue a report annually, prior t
Page 212 and 213: OPERATION: The Nomination and Remun
Page 214 and 215: C. RELATED-PARTY TRANSACTIONS C.1.
Page 216 and 217: - To analyze, measure and evaluate
Page 218 and 219: shareholders and provided that said
Page 220 and 221: E.6 Please provide details of any a
Page 222 and 223: 7.- Report on the remuneration poli
Page 224 and 225: ) Identity of grantor and represent
Page 226 and 227: c) Transactions whose effect is equ
Page 228 and 229: 2. Transactions carried out at pric
Page 230 and 231: Complies 15. That when the number o
Page 232 and 233: Complies 25. Companies should organ
Page 234 and 235: 34. That whenever, due to resignati
Page 236 and 237: vii) Remuneration of executive Boar
Page 238 and 239: 50. That the Audit Committee shall
Page 240 and 241: It is the power of the Nomination a
Page 242 and 243: Section B.1.13 There are no indemni
Page 244 and 245: COMPLEMENTARY INFORMATION TO THE CO
Page 246 and 247: AMADEUS AMADEUS IT IT HOLDING, HOLD
Page 248 and 249: The Human Resources Unit is respons
Page 250 and 251: In 2011 Amadeus’ Finance Function
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In addition the Audit Committee has
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Use of estimates and assumptions, a
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The SLA should include next minimum
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The Committee supports and oversees
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Key terms � “ACH”: refers to
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