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

37. That external Board members receive sufficient remuneration to reward the dedication,
qualification and responsibility inherent to their posts, but not so high as to compromise their
independence.
Complies
38. That, in calculating any remuneration linked to profits, the Company considers any qualified
opinion included in the external auditor’s report that reduces profit for the year.
N/A
39. That the variable remuneration policy incorporates the necessary technical precautions to
ensure that this remuneration rewards the professional performance of its beneficiaries and
does not simply derive from the general development of the market or the Company’s activity
sector, or any other similar circumstances.
N/A
40. That the Board presents a report on the policy for the remuneration of Board members for
the shareholders to vote on as a separate point on the agenda at their General Shareholders’
Meeting, for the purposes of consultation. This report must be made available to shareholders,
either separate or in any other way the Company deems appropriate.
This report should focus particularly on the remuneration policy approved by the Board for the
current year as well as, where appropriate, forecasts for the coming years. It should discuss all
issues referred to in recommendation 35, except for any extreme circumstances in which
disclosure may result in the divulgation of sensitive trading information. It shall emphasize the
most significant changes in such policies vis-à-vis those applied in the last fiscal year to which
the General Meeting refers. It shall also include a global summary of how the remuneration
policy was applied in the said past fiscal year.
The Board should also inform shareholders about the role played by the Remuneration
Committee when preparing the remuneration policy and, if external advisory services were
employed, state the identity of the consultant used.
See section: B.1.16
Complies
41. That the report must provide details on the individual remuneration of Board members
during the year including, where applicable:
a) An individual breakdown of each Board member’s remuneration, including, where
appropriate;
i) Attendance allowances or other fixed remuneration paid to Board members;
ii) Any additional remuneration received for chairing or sitting on any of the Board’s committees;
iii) Any profit-sharing or bonus amounts and the reason for which they were paid out;
iv) Contributions to defined contribution pension plans on behalf of Board members; or, in the
case of defined benefit plans, any increases in the consolidated rights of the Director;
v) Any indemnities agreed or paid in the event of dismissal;
vi) The remuneration received from other Group companies due to membership on their Boards
of Directors;
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