24.01.2013 Views

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

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

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

SHOW MORE
SHOW LESS

You also want an ePaper? Increase the reach of your titles

YUMPU automatically turns print PDFs into web optimized ePapers that Google loves.

It is the power of the Nomin<strong>at</strong>ion <strong>and</strong> Remuner<strong>at</strong>ion Committee to perform the duties indic<strong>at</strong>ed<br />

under letters a) <strong>and</strong> d), while the duties of letter b) lie with the Board of Directors,<br />

notwithst<strong>and</strong>ing the cooper<strong>at</strong>ion the Board of Directors may request from the Nomin<strong>at</strong>ion <strong>and</strong><br />

Remuner<strong>at</strong>ion Committee by express m<strong>and</strong><strong>at</strong>e.<br />

With respect to the appointment <strong>and</strong> removal of senior executives, it is the competency of the<br />

Board in plenary session to appoint <strong>and</strong> remove the Company’s CEO <strong>and</strong> CFO (in this l<strong>at</strong>ter<br />

case <strong>at</strong> the proposal of the CEO). The appointment <strong>and</strong> removal of the rest of the senior<br />

executives is the responsibility of the Company’s CEO.<br />

56. Th<strong>at</strong> the Nomin<strong>at</strong>ion Committee consult the Chairman <strong>and</strong> the CEO of the Company,<br />

especially in rel<strong>at</strong>ion to executive Board members.<br />

Any Board member may ask the Nomin<strong>at</strong>ion Committee to consider potential c<strong>and</strong>id<strong>at</strong>es he or<br />

she considers appropri<strong>at</strong>e to fill a vacancy on the Board of Directors.<br />

Complies<br />

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

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

a) Proposing to the Board of Directors:<br />

i) The remuner<strong>at</strong>ion policy applicable to Board members <strong>and</strong> senior management;<br />

ii) The individual remuner<strong>at</strong>ion of executive Board members <strong>and</strong> the terms <strong>and</strong> conditions of<br />

their contracts;<br />

iii) The basic conditions of contracts signed with senior management;<br />

b) Ensuring compliance with the remuner<strong>at</strong>ion policy established by the Company.<br />

See sections: B.1.14 y B.2.3<br />

Complies<br />

58. Th<strong>at</strong> the Remuner<strong>at</strong>ion Committee shall consult the Chairman <strong>and</strong> the CEO of the<br />

Company, especially in rel<strong>at</strong>ion to executive Board members <strong>and</strong> senior management.<br />

G - FURTHER INFORMATION OF INTEREST<br />

Complies<br />

If you consider th<strong>at</strong> any relevant aspects rel<strong>at</strong>ing to the corpor<strong>at</strong>e governance procedures<br />

applied by your Company have not been dealt with in this report, please indic<strong>at</strong>e below <strong>and</strong><br />

provide details.<br />

NOTES TO THE VARIOUS SECTIONS OF THE ANNUAL REPORT<br />

The Company adhered to the Code of Best Tax Practices (as approved by the Tax Forum for<br />

Large Companies in the session held on 20 July 2010) as per resolution of Board of Directors<br />

of 24 of February 2011, with effects 1 st January 2011, <strong>and</strong> the Company has complied with the<br />

content of the said Code.<br />

66

Hooray! Your file is uploaded and ready to be published.

Saved successfully!

Ooh no, something went wrong!