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

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a) The financial inform<strong>at</strong>ion th<strong>at</strong> listed companies are required to publish on a regular basis.<br />

The Committee must ensure th<strong>at</strong> interim accounts are prepared applying the same accounting<br />

criteria as the annual accounts <strong>and</strong>, for this purpose, consider whether a limited review by the<br />

external auditor is necessary.<br />

b) The cre<strong>at</strong>ion of or acquisition of shares in special-purpose vehicles or entities domiciled in<br />

countries or areas considered to be tax havens, as well as any other similar transactions th<strong>at</strong>,<br />

due to their complexity, could discredit the transparency of the Group.<br />

c) Rel<strong>at</strong>ed-party transactions, unless this preliminary reporting has been alloc<strong>at</strong>ed to a<br />

Committee other than the supervision <strong>and</strong> control bodies.<br />

See sections: B.2.2 <strong>and</strong> B.2.3<br />

Partly complies<br />

It is not the task of the Audit Committee but in fact it is a task reserved to the Board of<br />

Directors, to cre<strong>at</strong>e or acquire interests in special purpose entities or entities domiciled in<br />

countries or territories considered tax havens, <strong>and</strong> any other transactions or similar oper<strong>at</strong>ions<br />

which, in light of their complexity, could undermine the Group’s transparency.<br />

53. Th<strong>at</strong> the Board of Directors shall endeavor to submit the annual accounts to the<br />

shareholders <strong>at</strong> their General Shareholders’ Meeting with no qualific<strong>at</strong>ions or reserv<strong>at</strong>ions in<br />

the audit report <strong>and</strong>, in the exceptional circumstance th<strong>at</strong> it fails to do so, the chair of the Audit<br />

Committee <strong>and</strong> the auditors must clearly explain the content <strong>and</strong> scope of the exceptions or<br />

qualific<strong>at</strong>ions to the shareholders.<br />

See section: B.1.38<br />

Complies<br />

54. Th<strong>at</strong> the majority of the members of the Nomin<strong>at</strong>ion Committee – or the Nomin<strong>at</strong>ion <strong>and</strong><br />

Remuner<strong>at</strong>ion Committee if both functions are combined in one body – shall be independent<br />

Board members.<br />

See section; B.2.1<br />

Complies<br />

55. Th<strong>at</strong>, in addition to the functions indic<strong>at</strong>ed in the previous recommend<strong>at</strong>ions, the<br />

Nomin<strong>at</strong>ion Committee shall also be responsible for the following functions:<br />

a) Evalu<strong>at</strong>ing the competence, knowledge <strong>and</strong> experience required by the Board <strong>and</strong>,<br />

consequently, defining the functions <strong>and</strong> skills required by the c<strong>and</strong>id<strong>at</strong>es to fill a vacancy, as<br />

well as the time <strong>and</strong> dedic<strong>at</strong>ion required to perform their duties.<br />

b) Adequ<strong>at</strong>ely examining or organizing succession to the positions of Chairman <strong>and</strong> first<br />

executive <strong>and</strong>, when applicable, making proposals to the Board to ensure a well-planned <strong>and</strong><br />

orderly succession.<br />

c) Reporting on any appointments or dismissals of the executive management team proposed<br />

by the first executive to the Board.<br />

d) Informing the Board on gender diversity m<strong>at</strong>ters included in recommend<strong>at</strong>ion 14 of this<br />

Code.<br />

See section: B.2.3<br />

Partly complies<br />

65

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