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

8. That the Board undertakes, as its core mission, to approve the corporate strategy and
specific organization for its implementation, and to supervise and ensure that management
complies with established objectives and respects the social purpose and corporate interest of
the Company. To this end, the Board as a whole should approve:
a) General corporate policies and strategies, in particular the following:
(i) The strategic and/or business plan, management targets and the annual budget.
(ii) The investment and financing policy.
(iii) The definition of the structure of the group of companies.
(iv) The corporate governance policy.
(v) The corporate social responsibility policy.
(vi) The policy for senior management remuneration and performance appraisal.
(vii) The risk management and control policy and regular monitoring of internal information and
control systems.
(viii) The dividends and treasury stock policy, particularly with regard to restrictions.
See sections: B.1.10, B.1.13, B.1.14 and D.3
b) The following decisions:
(i) At the proposal of the Company’s chief executive officer, the appointment and possible
termination of senior managers, and approval of their indemnity clauses.
See section: B.1.14
(ii) Remuneration of Board members and, in the case of executives, additional remuneration for
their executive role and other conditions that should be respected in their contracts.
See section: B.1.14
(iii) Financial information which, as a listed entity, the Company is periodically required to
publish.
(iv) All kinds of investments or transactions which are strategic in light of their large amount or
special characteristics, except when they must be approved at the General Shareholders’
Meeting.
(v) The creation or acquisition of interests in special purpose vehicles or entities domiciled in
countries or territories considered tax havens, and any other transactions or similar operations
which, in light of their complexity, could undermine the Group’s transparency.
(c) Transactions carried out by the Company with Board members, significant shareholders or
those represented on the Board, or related parties (related-party transactions).
However, such authorization from the Board will not be required for related-party transactions
that simultaneously meet the following three conditions:
1. Transactions carried out under contracts with standard conditions applicable to a large
number of customers.
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