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

More documents

Recommendations

Info

OPERATION: The Nomination and Remuneration Committee will meet whenever called by its Chairman, who must do so whenever the Board or its Chairman requests the issuance of a report or the adoption of proposals and, in any case, whenever appropriate for the proper performance of its duties. It shall be convened by the Committee Chairman, whether at his or her own initiative, or at the request of the Chairman of the Board of Directors or of two (2) members of the Committee itself. The meeting notice shall be given by letter, telegram, fax, e-mail, or any other means which provides for having a record of receipt. The Appointmentments and Remuneration Committee will be validly assembled when the majority of its members attend the meeting, present or duly represented. Resolutions will be adopted by majority of members attending in person or by proxy. Minutes will be drawn up of the resolutions adopted at each meeting, on which a report shall be presented to the Board in plenary session. The minutes shall be available to all Board members at the Office of the Secretary of the Board, but will not be sent or delivered for confidentiality reasons, unless the Committee Chairman orders otherwise. NOTE: In accordance with the Shareholders’ Agreement in force as from the admission to trading of the Company’s shares on April 29, 2010, the signatory shareholders have committed to at least three of the members of the Nomination and Remuneration Committee being independent Directors. B.2.4. Please indicate the advisory and consulting functions and any delegated powers corresponding to each of the committees: Name of Committee AUDIT COMMITTEE Brief description The Board’s Audit Committee is a consulting body charged with control and supervision tasks. It makes proposals and reports to the Board in plenary session within the frame of the competencies it has attributed to it, as described under section B.2.3., supra. Name of Committee NOMINATION AND REMUNERATION COMMITTEE Brief description The Board’s Nomination and Remuneration Committee is a consulting body charged with control and supervision tasks. It makes proposals and reports to the Board in plenary session within the frame of the competencies it has attributed to it, as described under section B.2.3., supra. B.2.5. Please indicate, where applicable, the existence of any regulations governing Board Committees, where these regulations may be consulted and any amendments thereto made during the year. Please also state whether any annual reports on the activities of each committee have been voluntarily prepared. Name of Committee AUDIT COMMITTEE Brief description The Regulation of the Audit Committee of the Board of Directors is established in Article 35 of the Regulations of the Board. This article was amended by virtue of a resolution of the Board of 38
Directors of 24 June 2011. The Revised Regulations of the Board were filed with the Spanish Stock Exchange Commission (CNMV) on 16 August 2011, with registry no. 2011128735, and were deposited at and registered with the Madrid Commercial Registry. This amendment is a consequence of adaptation of the Audit Committee functions to the new wording established in Additional Provision Eighteen of the Spanish Securities Market Law, as amended by Law 12/2010 of 30 June 2010. It may be found on the Company’s website (www.amadeus.com) under Investor Relations, and in the CNMV’s registries relating to the Company which may be accessed through its website (www.cnmv.es). The Audit Committee has prepared the mandatory annual report for fiscal year 2011 on its operation, covering the following areas: - Competencies and functions of the Audit Committee - Composition of the Audit Committee - Operation - Matters dealt with by the Audit Committee in fiscal year 2011 (external audit, risk management and others) - Incidents and proposals to improve the Company’s governance rules Name of Committee NOMINATION AND REMUNERATION COMMITTEE Brief description The Regulation of the Nomination and Remuneration Committee of the Board of Directors is established in Article 36 of the Regulations of the Board, whose present wording is contained in the Revised Regulations filed with the CNMV on 16 August 2011, with registry no. 2011128735, and registered with the Madrid Commercial Registry. This article, which original wording has not been amended, may be found on the Company’s website (www.amadeus.com) under Investor Relations and in the CNMV’s registries relating to the Company which may be accessed through its website (www.cnmv.es). The Nomination and Remuneration Committee has prepared the mandatory annual report for fiscal year 2011 on its operation, covering the following areas: - Competencies and functions - Composition - Operation - Matters dealt with in fiscal year 2011 - Nature of the Directors (independent, proprietary and others) - Composition of the Board of Directors - Directors’ remuneration (remuneration policy, remunerations 2011, proposal for fiscal year 2012, future policy) B.2.6. Please indicate whether the composition of the Executive Committee of Directors reflects the participation of the different categories of director in the Board of Directors: NO If not, please explain the composition of its Executive Committee of Directors. No Executive Committee of Directors exists. 39
Page 1:
Amadeus IT Holding, S.A. and Subsid
Page 4 and 5:
AMADEUS IT HOLDING, S.A. AND SUBSID
Page 6 and 7:
Page 8 and 9:
Page 10 and 11:
Page 12 and 13:
Page 14 and 15:
Page 16 and 17:
Page 18 and 19:
Page 20 and 21:
Page 22 and 23:
Page 24 and 25:
Page 26 and 27:
Page 28 and 29:
Page 30 and 31:
Page 32 and 33:
Page 34 and 35:
Page 36 and 37:
Page 38 and 39:
Page 40 and 41:
Page 42 and 43:
Page 44 and 45:
Page 46 and 47:
Page 48 and 49:
Page 50 and 51:
Page 52 and 53:
Page 54 and 55:
Page 56 and 57:
Page 58 and 59:
Page 60 and 61:
Page 62 and 63:
Page 64 and 65:
Page 66 and 67:
Page 68 and 69:
Page 70 and 71:
Page 72 and 73:
Page 74 and 75:
Page 76 and 77:
Page 78 and 79:
Page 80 and 81:
Page 82 and 83:
Page 84 and 85:
Page 86 and 87:
Page 88 and 89:
Page 90 and 91:
Page 92 and 93:
Page 94 and 95:
Page 96 and 97:
Page 98 and 99:
Page 100 and 101:
Page 102 and 103:
Page 104 and 105:
Page 106 and 107:
Page 108 and 109:
Page 110 and 111:
Page 112 and 113:
Page 114 and 115:
Page 116 and 117:
Page 118 and 119:
Page 120 and 121:
Page 122 and 123:
Page 124 and 125:
Page 126 and 127:
Page 128 and 129:
Page 130 and 131:
Page 132 and 133:
Page 134 and 135:
Page 136 and 137:
Page 138 and 139:
Page 140 and 141:
Page 142 and 143:
Page 144 and 145:
Page 146 and 147:
Page 148 and 149:
Page 150 and 151:
Page 152 and 153:
Page 154 and 155:
Page 156 and 157:
Page 158 and 159:
Page 160 and 161:
Page 162 and 163: 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 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 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
show all

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

Create successful ePaper yourself

Delete template?

Save as template?