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

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The present position of Secretary/Non-Director is held by Mr. Tomás López Fernebr<strong>and</strong> who, in<br />

turn, is responsible of the Legal Department of the <strong>Amadeus</strong> Group. The Secretary of the Board<br />

is, in turn, general counsel. His appointment d<strong>at</strong>es from January 2006. Consequently, to d<strong>at</strong>e no<br />

change has been made which has required the particip<strong>at</strong>ion of the Nomin<strong>at</strong>ion <strong>and</strong> Remuner<strong>at</strong>ion<br />

Committee.<br />

Does the Nomin<strong>at</strong>ion Committee issue reports on appointments? YES<br />

Does the Nomin<strong>at</strong>ion Committee issue reports on removals? YES<br />

Are appointments approved by the Board in plenary session? YES<br />

Are removals approved by the Board in plenary session? YES<br />

Is it the duty of the Secretary of the Board to take particular care of good governance<br />

recommend<strong>at</strong>ions?<br />

YES<br />

B.1.35 Please specify any mechanisms established by the Company to ensure the<br />

independence of its auditor, financial analysts, investment banks <strong>and</strong> r<strong>at</strong>ing agencies.<br />

It is the task of the Audit Committee to carry the <strong>rel<strong>at</strong>ions</strong> with the external auditors in order to<br />

receive inform<strong>at</strong>ion on those m<strong>at</strong>ters which may place the independence of the l<strong>at</strong>ter <strong>at</strong> risk <strong>and</strong><br />

any other m<strong>at</strong>ters rel<strong>at</strong>ed to the auditing process, as well as such other communic<strong>at</strong>ions<br />

provided by auditing laws <strong>and</strong> the technical rules of auditing.<br />

The Audit Committee proposes to the Board of Directors, for submission to the General<br />

Shareholders’ Meeting, the appointment of the external auditors, as well as their contracting<br />

conditions, the scope of their professional m<strong>and</strong><strong>at</strong>e <strong>and</strong>, as the case may be, their revoc<strong>at</strong>ion or<br />

non-renewal.<br />

The auditors customarily particip<strong>at</strong>e in meetings of the Audit Committee <strong>and</strong>, <strong>at</strong> the request of<br />

the l<strong>at</strong>ter, may hold meetings with the Committee without the presence of the management<br />

team. The Committee has exercised this right in 2011.<br />

The Audit Committee receives from the auditors, on an annual basis, written confirm<strong>at</strong>ion of<br />

their independence vis-à-vis any directly or indirectly rel<strong>at</strong>ed entity or entities, as well as<br />

inform<strong>at</strong>ion on the additional services of any kind provided to these entities by the aforesaid<br />

auditors or companies, <strong>and</strong> issues, also on an annual basis, prior to the issue of the audit<br />

report, a report st<strong>at</strong>ing its opinion on the independence of the auditors or audit companies.<br />

There are no special conditions rel<strong>at</strong>ing to <strong>rel<strong>at</strong>ions</strong>hips with financial analysts, investment<br />

banks <strong>and</strong> r<strong>at</strong>ing agencies <strong>and</strong> these entities oper<strong>at</strong>e fully independently of the Company. The<br />

inform<strong>at</strong>ion disclosed by the Company complies with the principles of transparency <strong>and</strong><br />

fairness; the inform<strong>at</strong>ion is true, clear, quantified <strong>and</strong> complete <strong>and</strong> contains no subjective<br />

assessments th<strong>at</strong> are or may be misleading.<br />

B.1.36 Please specify whether the Company changed its external auditor during the year. If so,<br />

please identify the incoming <strong>and</strong> outgoing auditor:<br />

NO<br />

29

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