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

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Explanation of procedure its books, records, documents and other documentation. The right to information extends to subsidiaries whenever possible. The request for information must be addressed to the Chairman of the Board of Directors, who will cause it to be delivered to the appropriate applicable spokesperson at the Company. If entailing confidential information in the judgement of the Chairman, the Chairman will advise this circumstance to the Director who requests and receives it, as well as of his or her duty of confidentiality in accordance with the provisions of the Regulations of the Board. B.1.43 Please specify whether the Company has established rules whereby Board members must provide information on and, if applicable, resign in any circumstances that may damage the Company’s standing and reputation. If so, provide details: YES Explanation of rules Within the cases of resignation of Directors provided by the Regulations of the Board, it is expressly provided that the Directors must place their position at the disposal of the Board of Directors and formalize, if it deems this appropriate, the pertinent resignation, in the following cases: a) when they leave the executive positions with which, where applicable, their appointment as Director was associated; b) when they are subject to any of the cases of incompatibility or prohibition provided by law; c) when they are indicted for an allegedly criminal act or are subject to a disciplinary proceeding for serious or very serious misdemeanor instructed by the supervisory authorities; d) when their continuation on the Board may place in risk the Company’s interests or when the reasons for which they were appointed disappear. In particular, in the case of proprietary external Directors, when the shareholder they represent sells its stakeholding in its entirety. They must also do so, in the corresponding number, when the said shareholder lowers its stakeholding to a level which requires the reduction of the number of external proprietary Directors; e) when significant changes in their professional status or in the conditions under which they were appointed Director take place; and f) when due to facts attributable to the Director, his continuation on the Board causes serious damage to the corporate net worth or reputation in the judgement of the Board. B.1.44 Please specify whether any member of the Board of Directors has notified the Company that he or she has been tried, or notified that judiciary proceedings have been filed, for any offences established in section 124 of the Spanish Corporations Law. NO 32
Please explain whether the Board of Directors has examined the case. If so, please explain and provide reasons for the decision taken as to whether the Board member in question should continue in his or her position. Decision taken B.2 Board of Directors’ Committees NO Reasoned explanation B.2.1 Please provide details of all committees of the Board of Directors and their membership: NOMINATION AND REMUNERATION COMMITTEE Name Position Type DAME CLARA FURSE CHAIRPERSON INDEPENDENT MR. BERNARD ANDRÉ JOSEPH BOURIGEAUD MEMBER INDEPENDENT MR. ENRIQUE DUPUY DE LÔME CHAVARRI MEMBER PROPRIETARY MR. FRANCESCO LOREDAN MEMBER OTHER MR. GUILLERMO DE LA DEHESA ROMERO MEMBER INDEPENDENT AUDIT COMMITTEE Name Position Type MR. GUILLERMO DE LA DEHESA ROMERO CHAIRMAN INDEPENDENT MR. CHRISTIAN GUY MARIE BOIREAU MEMBER PROPRIETARY DAME CLARA FURSE MEMBER INDEPENDENT MR. DAVID GORDON COMYN WEBSTER MEMBER INDEPENDENT MR. STUART ANDERSON MCALPINE MEMBER OTHER B.2.2 Please indicate whether the Audit Committee assumes the following functions. Supervision of the process of preparation and the completeness of financial information relating to the Company and, where appropriate, the Group, reviewing compliance with 33 YES
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AMADEUS IT HOLDING, S.A. AND SUBSID
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Page 156 and 157: 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 202 and 203: Please specify, if applicable, the
Page 204 and 205: Outgoing auditor Incoming auditor I
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
Page 252 and 253: In addition the Audit Committee has
Page 254 and 255: Use of estimates and assumptions, a
Page 256 and 257:
The SLA should include next minimum
Page 258 and 259:
The Committee supports and oversees
Page 263 and 264:
Key terms � “ACH”: refers to
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