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

2. Transactions carried out at prices or fares generally established by the party that acts as a
supplier of the good or service involved.
3. Transactions for an amount not exceeding 1% of the Company’s annual income.
The Board is advised to approve related party transactions following receipt of a favorable
report from the Audit Committee or other organization commissioned for this purpose, as
appropriate. The Board members involved are recommended not to exercise or delegate their
right to vote and to leave the meeting room while the Board deliberates and cast its votes.
It is recommended that the powers attributed to the Board should not be subject to delegation,
except those mentioned in letters b) and c), which may be adopted in urgent circumstances by
the delegated bodies with subsequent ratification by the Board in plenary session.
See sections: C.1 and C.6
Partly complies
With respect to recommendation 8.b).i), supra, the Board in plenary session is responsible for
the appointment and eventual removal of the Company’s CEO, as well as the appointment and
eventual removal of the CFO, at the proposal of the Company’s CEO. The rest of the senior
executives are appointed by the Company’s CEO.
With respect to the recommendation referred to the Board approving related-party transactions
subject to a favorable report by the Audit Committee, although the need for a prior report is not
expressly established in the Regulations of the Board referring to the Function of the Board, it is
the power of the Audit Committee to supervise compliance with regulations with respect to
Related Party Transactions and to take care of information on such transactions to be reported
to the market.
9. That the Board be of an appropriate size to enable it to operate in an effective and
participatory manner. It is therefore advisable that it comprise no fewer than five and no more
than fifteen members.
See section: B.1.1
Complies
10. That proprietary and independent external Board members constitute a broad majority of
the Board and that the number of executive Board members be the required minimum in
relation to the complexity of the corporate Group and the percentage interest of executive
Board members in the share capital of the Company.
See sections: A.2, A.3, B.1.3 and B.1.14
Complies
11. That in the event of any external Board member who may not be considered proprietary or
independent, the Company should explain this circumstance and their relationships with the
Company, its senior management or shareholders.
See section B.1.3
Complies
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