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 tables below set forth the Group’s transactions with the related parties that are described in sections a) to e) above as of December 31, 2010: Statement of comprehensive income Financial expenses Expenses for services received Other expenses Total expenses Dividends received Income for services rendered Total income Statement of financial position Significant shareholders 85 31/12/2010 Board members and key management Other related parties Total 19,915 2 - 19,917 8,495 - 55,088 63,583 - 56,143 - 56,143 28,410 56,145 55,088 139,643 - - 3,202 3,202 458,968 - 6,545 465,513 458,968 - 9,747 468,715 Significant shareholders 31/12/2010 Board members and key management Other related parties Total Dividends and other profit distributions - - 1,522 1,522 Accounts receivable and advances 25,730 - 3,511 29,241 Accounts payable 35,497 - 15,316 50,813 Loans and receivables current - - - 348 348 Other transactions Redemption or cancellation of loans 1,166,093 815 - 1,166,908
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) 20. SHARE- BASED PAYMENTS On February 23, 2010 the General Shareholders meeting resolved to implement a number of new reward schemes for managers and employees of Amadeus Group, and subsequently the Board of Directors on June 18, 2010 agreed the general terms and conditions applicable to those plans. Those general terms and conditions applicable to the new reward schemes are as follows: i) The Performance Share Plan (PSP) consists of a contingent award of shares to certain members of the Amadeus Group’s management. The final delivery of the shares at the end of the vesting period depends on the achievement of predetermined performance objectives that relate to value creation in Amadeus Group as well as employee service requirements. For all the cycles, the performance objectives relate to the relative shareholder return (TSR), adjusted basic earnings per share (EPS) growth and pre-tax adjusted free cash flow (OCF) growth. This plan consists of three independent cycles, with duration (vesting period) of two years each, followed by a holding period during which a given percentage of the vested shares may not be sold, with the first cycle beginning on June 18, 2010 and the second cycle beginning on June 24, 2011. The start date of the remaining cycle will be determined in accordance with the plan general terms and conditions. This plan is considered as equitysettled under IFRS2 and, accordingly, the fair value of services received during the years ended as of December 31, 2011, and 2010, as consideration for the equity instruments granted, is presented in the statement of comprehensive income under the “Personnel and related expenses” caption by an amount of KEUR 7,609 and KEUR 3,039, respectively. For the first cycle, at grant date, 541,642 shares have been allotted to the eligible employees, excluding the former Chief Executive Officer (CEO). The number of shares allotted deliverable to the former CEO amount to 23,275 shares. This number of shares could increase up to double if Amadeus performance in all performance objectives is extraordinary. The fair value of those instruments at grant date was estimated to be EUR 14.46 per equity instrument. The fair value of the equity instruments granted has been determined using a scholastic valuation model (Monte-Carlo) for the tranche that involves market conditions, and the Black-Scholes model and an estimation of expected performance for the tranches that involve nonmarket conditions. The fair value of the equity instruments at grant date is adjusted to incorporate the market conditions to which the performance of the plan is linked. When measuring the fair value an expected dividend yield of 1.6%, a expected volatility of 30.8%, and a risk free interest rate of 0.8%, have been considered. The expected volatility has been estimated as a combination of historical volatility and volatility of peer companies due to the recent trading history of the Amadeus Group. 86
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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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