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

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AMADEUS IT HOLDING, S.A. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED ANNUAL ACCOUNTS FOR THE YEARS ENDED DECEMBER 31, 2011, AND 2010 (EXPRESSED IN THOUSANDS OF EUROS - KEUR) The Group has entered into a cash-settled equity forward that is treated as derivative financial instrument and is intended to hedge the future cash flows required on vesting date of cash-settled share-based payments. The asset or liability corresponding to the derivative is measured at fair value and is recorded in the statement of financial position, with the gains or losses arising from changes in fair value recognised directly in equity. � Hedges of net investment in a foreign entity: the portion of changes in the fair value of derivatives which are effective are included, net of tax, within the “Exchange differences on translation of foreign operations” caption until the disposal of the foreign entity at which time these will be reclassified to the statement of comprehensive income within the “Exchange gains and losses” caption. The portion considered ineffective is recognized directly in the statement of comprehensive income within the “Exchange gains and losses” caption. � No hedge accounting: gains and losses on derivatives neither designated nor qualifying for hedge accounting treatment are accounted for directly in the statement of comprehensive income within the “Financial expense, net” caption. The Group also uses non derivative financial liabilities denominated in foreign currency to hedge the cash flow currency risk of its highly forecasted transactions. The functional currency translation difference of these hedging instruments are recognized directly in equity up until the forecasted transaction occurs, at which point these are reclassified to the statement of comprehensive income. Ineffective gains or losses are recorded directly in the statement of comprehensive income within the “Exchange gains and losses” caption. ii) Equity investments Investments in companies over which the Group does not have significant influence, control or joint control are classified as available for sale financial assets and measured at their fair values. Fair value is measured by reference to the market value for the listed instrument or by using techniques such as market value for similar instruments, discounted cash flow analysis and option pricing models for unlisted instruments. Gains and losses arising from changes in fair value are recognised directly in equity, net of tax, up until the asset is derecognised at which point these are reclassified to the statement of comprehensive income within the “Financial expense, net” caption. When there is objective evidence that the asset is impaired the cumulate loss recognised in equity is removed from equity and recognised in the statement of comprehensive income. Foreign exchange gains and losses related to these items are recognized directly in the statement of comprehensive income within the “Financial expense, net” caption. When fair value cannot be reliably determined, these investments are measured at amortized cost. 21
AMADEUS IT HOLDING, S.A. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED ANNUAL ACCOUNTS FOR THE YEARS ENDED DECEMBER 31, 2011, AND 2010 (EXPRESSED IN THOUSANDS OF EUROS - KEUR) iii) Debt and other financial liabilities Current and non-current debts are measured at the amount at which they are to be repaid and any implicit interest paid included either in their face value or repayment value is recorded as a direct deduction from the debt face amount. Such interest is expensed applying a financial method over the life of the financial liability. When the debt is extinguished, the relevant liability amount is derecognised. Any difference between the liability carrying amount and the settlement amount is charged to statement of comprehensive income within the “Financial expense, net” caption. iv) Derecognition of financial assets Financial assets are derecognised from the statement of financial position when the rights to receive the cash flows associated with the asset have expired. When the Group retains the contractual right to receive the cash flows of a financial asset but has assumed a contractual obligation to pay said cash flows to a third party, the financial asset qualifies for derecognition if the assets have been transferred (the Group has an obligation to pay the cash flows only if collected and without material delay and the original asset cannot be sold or pledged) and under the terms of the agreement the Group has transferred substantially all risks and rewards associated with the asset. v) Offsetting The Group presents the amounts due from and payable to customers by their gross amounts in its statement of financial position, in the majority of instances. Amounts due from and payable to customers are, in most cases, legally separated in different agreements: i) the participating carrier agreement regulates the terms and conditions applicable to the amounts due from customers and ii) the content agreement or system user agreement, that set the terms and conditions applicable to the amounts payable to customers. Both agreements are independent and, although some exceptions exist, the amounts due cannot compensate the amounts payable because the Group does not have the legal right to set-off. When the Group enters into agreements that permit offsetting the accounts receivable and accounts payable to customers, presents the net amount in the statement of financial position. This will be applicable when and only when: a) currently has a legally enforceable right to set-off the recognized amounts. The Group has the legal right to set-off when it can settle or otherwise eliminate all or a portion of an amount due to a creditor by applying against that amount an amount due from the creditor; and b) intends either to settle on a net basis, or to realize the asset and settle the liability simultaneously. 22
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FORM ANNUAL CORPORATE GOVERNANCE RE
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A.3 Please complete the following t
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A.8 Please complete the following t
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B.1.2 Please complete the following
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Central Bank to assume a role with
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Reasons As a result of the placemen
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B.1.8 Please detail any Board membe
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Other Benefits Amount in thousands
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B.1.13 Please identify the total am
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Please specify whether the Board at
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MR. ENRIQUE DUPUY DE LOME CHAVARRI
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B.1.19 Please specify the procedure
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B.1.24 Please specify whether the c
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Please specify, if applicable, the
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Outgoing auditor Incoming auditor I
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Explanation of procedure its books,
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egulatory requirements, the proper
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l) issue a report annually, prior t
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OPERATION: The Nomination and Remun
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C. RELATED-PARTY TRANSACTIONS C.1.
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- To analyze, measure and evaluate
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shareholders and provided that said
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E.6 Please provide details of any a
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7.- Report on the remuneration poli
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) Identity of grantor and represent
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c) Transactions whose effect is equ
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2. Transactions carried out at pric
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Complies 15. That when the number o
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Complies 25. Companies should organ
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34. That whenever, due to resignati
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vii) Remuneration of executive Boar
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50. That the Audit Committee shall
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It is the power of the Nomination a
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Section B.1.13 There are no indemni
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COMPLEMENTARY INFORMATION TO THE CO
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AMADEUS AMADEUS IT IT HOLDING, HOLD
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The Human Resources Unit is respons
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In 2011 Amadeus’ Finance Function
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In addition the Audit Committee has
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Use of estimates and assumptions, a
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The SLA should include next minimum
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The Committee supports and oversees
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Key terms � “ACH”: refers to
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