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

vii) Remuneration of executive Board members as a result of their role as senior management
of the Company;
viii) Any other remuneration item concept other than those mentioned above, irrespective of the
Group company from which it was received, especially if it is considered to be a related-party
transaction or its omission would distort the total remuneration received by the Board member.
b) An individual breakdown of the final shares, options or any other instruments related to share
value received by Board members, including:
i) The number of shares or options paid out in the current year and the terms of exercising
options;
ii) Number of options exercised in the year, indicating the total shares affected and the exercise
price;
iii) The number of options to be exercised at year end, indicating their price, date and other
requirements;
iv) Any modifications during the year to the conditions for exercising options already granted.
c) Information on the relation between the remuneration received by executive Board members
and the Company’s profits or other performance measures during the year.
Complies
42. That if there is an Executive Committee of Directors (hereinafter the “Executive Committee
of Directors”), the proportion of each different Board member category must be similar to that of
the Board itself, and its secretary must be the Secretary of the Board.
See sections: B.2.1 and B.2.6
N/A
43. That the Board must always be aware of the subjects discussed and decisions taken by the
Executive Committee of Directors and that all members of the Board receive a copy of the
minutes of Executive Committee of Directors meetings.
N/A
44. That the Board of Directors establish, in addition to the Audit Committee required by
Spanish Securities Market Law, a committee or two separate committees to deal with
nomination and remuneration matters.
The rules for the composition and functioning of the Audit Committee and the Nomination and
Remuneration Committee or Committees must be included in the Board regulations, and
include the following requirements:
a) That the Board appoint the members of these Committees, taking into consideration the
knowledge, aptitudes and experience of the directors and the tasks of each Committee; that it
deliberate on its proposals and reports; and a report must be given thereto, at the first Board
meeting in plenary session following their meetings, of their activity and respond for the work
performed.
b) These Committees must only comprise external Board members, with a minimum of three.
However, executive Board members or senior management personnel may participate in these
Committees when committee members request their presence.
c) They must be chaired by independent Board members.
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