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

30. That the proprietary directors shall tender their resignation when the shareholder they
represent sells its shareholding in full. And that they will also do so, in the applicable number,
when said shareholder lowers its shareholding to a level which requires reducing the number of
its proprietary directors.
See sections: A.2, A.3 and B.1.2
Complies
31. That the Board of Directors may not propose the dismissal of any independent Board
member before the completion of the statutory mandate period for which the member was
appointed, unless a just cause is declared to the Board and a prior report has been prepared by
the Nomination Committee. Specifically, just cause is considered to exist if the Board member
has failed to complete the tasks inherent to his or her position or entered into any of the
circumstances described in chapter III, section 5, of this Code.
The dismissal of independent Board members may be proposed as a result of a public offer of
shares, merger or similar operation implying a change in the shareholding structure of the
Company, provided that such changes in the structure of the Board are the result of the
proportionate representation criteria discussed in Recommendation 12.
See sections: B.1.2, B.1.5 and B.1.26
Complies
32. That companies will set certain rules requiring that Board members inform the Board and,
where appropriate, resign from their positions, in the event of any damage to the Company’s
standing and reputation. Specifically, Directors must be required to report any criminal actions
with which they are involved, as well as any subsequent legal proceeding.
If a Board member is tried or called to court for any of the crimes set out in article 124 of the
Spanish Corporations Law, the Board must investigate the case as soon as possible and,
based on the particular situation, decide whether the Board member should continue in his or
her position. The Board must provide a reasoned written account of these events in its Annual
Corporate Governance Report.
See sections: B.1.43 and B.1.44
Complies
33. That all Board members clearly express their opposition when they consider any proposal
to go against the Company’s interests. This must apply to both independent and other Board
members who may not be affected by the potential conflict of interest if the decision could be
detrimental to any shareholders not represented on the Board.
Furthermore, when the Board makes significant or repeated decisions about which the Board
member has serious reservations, the Board member should be draw the appropriate
conclusions and, in case of resignation, explain the reasons for this decision in the letter
referred to in the next recommendation.
This recommendation also applies in the case of the Secretary of the Board, despite not being
a full Board member.
Complies
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