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

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Complies 15. That when the number of female Board members is minimal or nil, the Board should explain the reasons and the initiatives adopted to correct this situation. In particular, the Nomination Committee should ensure that, when vacancies arise: a) The appointment process is unbiased so as not to hinder the selection of female Board members. b) The Company specifically seeks and includes women with the desired profile among the potential candidates. See sections: B.1.2, B.1.27 and B.2.3 Explain One of the eleven Board members is a female, Dame Clara Furse who, in turn, is Chairman of the Nomination and Remuneration Committee. Her appointment stems from a rigorous and objective selection process in which the profile, knowledge and experience of the candidate prevailed (out of the final candidates selected as Independent Directors, three were male and one female). The profile of the current Board members, men and women, responds to the needs of the Company, without any explicit or implicit obstacles having been placed on the selection of female Directors. The Company does not deliberately seek out women who meet the adequate professional profile, but rather seeks out professionals without distinction or discrimination on the basis of sex. 16. That the Chairman, as the individual responsible for the efficient performance of the Board, should ensure that Board members receive sufficient information in advance; should encourage discussion and the active participation of the Board members at the meeting, safeguarding their choice of stance and freedom of opinion; and should organize and coordinate, together with the chairs of the relevant committees, the periodical appraisal of the Board and, where appropriate, of the managing director or chief executive. See section: B.1.42 Complies 17. That when the Chairman of the Board is also the chief executive of the Company, one of the independent Board members should be authorized to convene the Board meeting or include new items on the agenda; to coordinate and reflect external Board members’ concerns; and to direct the Board’s appraisal of the Chairman. See section: B.1.21 N/A 18. That the Secretary of the Board of Directors endeavors to ensure that the operations carried out by the Board: a) Are in line with laws and regulations in letter and spirit, including any approved by regulatory bodies; b) Are in accordance with the Company’s Corporate Bylaws, the regulations of the Board of Directors and any other Company regulations; c) Consider all recommendations on good governance included in this Unified Code accepted by the Company. Furthermore, to ensure the independence, impartiality and professionalism of the Secretary of the Board, any appointments to or dismissals from this position must be reported by the Nomination Committee and approved by the Board of Directors in plenary session. The 56
aforementioned appointment and dismissal procedures must be included in the Board regulations. See section: B.1.34 Complies 19. That the Board meets with the frequency necessary to perform its functions efficiently, in line with the schedule and agenda established at the beginning of each year. Board members should be able to propose that additional matters be raised that were not included in the initial agenda. See section B.1.29 Complies 20. That any failure to attend by a Board member must be exceptional and quantified in the Annual Corporate Governance Report. If necessary, the member must send a proxy with instructions. See sections: B.1.28 and B.1.30 Complies 21. That, if a Director or the Secretary reports concerns regarding any proposal or, in the case of Directors, about the Company’s performance, and the matter is not resolved by the Board, the concern must be stated for the record at the request of the individual who raised it. Complies 22. That the Board in plenary session must assess, on an annual basis: a) The quality and efficiency of the Board’s performance; b) Based on a report by the Nomination Committee, the performance of the Chairman of the Board and the CEO of the Company; c) The performance of the Board Committees, considering their reports. See section: B.1.19 Complies 23. That all Board members may exercise their right to obtain any additional information which they may deem necessary about Board’s competence matters. Unless the Company’s Corporate Bylaws or the Board regulations state otherwise, such information requests must be reported to the Chairman or Secretary of the Board. See section: B.1.42 Complies 24. That all Board members are entitled to request that the Company provide sufficient advisory services to carry out their functions properly. The Company must decide on the most suitable way to exercise this right which, in particular circumstances, includes external advisory services at the Company’s expense. See section: B.1.41 57
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Amadeus IT Holding, S.A. and Subsid
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FORM ANNUAL CORPORATE GOVERNANCE RE
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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 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 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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Amadeus IT Holding, S.A. and Subsidiaries - Investor relations at ...

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