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Amadeus’s Corporate Governance model is based upon a commitment to ethical principles, good governance, and transparency. It is designed to help Amadeus achieve its general objectives and to protect the interests of shareholders.
The Corporate bylaws of the company contain the main provisions that regulate the existence and activities of the company. They define basic aspects such as the company’s name, the company’s corporate object (main business activity for which it has been created), the registered address, share capital and outline the corporate governance regime (which includes the competencies of each corporate body and the formalities for the adoption of resolutions).
Within the last twelve months, the amendments to the Corporate Bylaws were approved by the Ordinary General Assembly meeting held on June 21, 2018 and were referred to the Audit committee.
Article 42- Audit Commitee:
1. The Board of Directors shall create, from among its number, an Audit Committee made up of a minimum of three (3) and a maximum of five (5) members, and shall be composed exclusively by non-executive Directors, of whom at least the majority must be independent Directors and one of whom shall be appointed taking into account his knowledge and experience on the subject of accountancy, auditing or both. In any case, they shall be appointed by the Board of Directors.
As a whole, members of the Committee shall have technical knowledge of the industry in which the Company operates.
2. The Chairman of the Audit Committee shall be appointed from among the independent Directors and must be replaced every two (2) years. He may be reappointed once one (1) year has elapsed from the time he ceased to be Chairman.
3. The number of members, the responsibilities and the operating rules of this Committee must encourage its independent operation. Notwithstanding the other duties that may be assigned to it under the law or the Board Regulations, its responsibilities shall include at least the following:
(a) informing the Company’s Shareholders’ Meeting of any issues that may arise as regards affairs for which the Committee is responsible and, in particular, regarding the outcome of the audit, explaining how it has contributed to the integrity of financial information and the role that the Committee has played during this process.
(b) supervising the efficiency of the company’s internal control, the internal audit, if applicable, and the risk management systems, including tax risks, as well as discussing with the account auditors or auditing firms any significant weaknesses in the internal control system identified in the performance of the audit, without compromising its independence;
(c) supervising the process of preparation and presentation of the regulated financial information;
(d) referring to the Board of Directors the proposals for selection, appointment, re-election and replacement of the external auditor, as well as the conditions of the engagement thereof, and regularly gather information from it regarding the audit plan and its implementation, in addition to preserving its independence in the exercise of its functions;
(e) managing relations with the external auditor or auditing firms in order to receive information about matters that could jeopardize their independence, for its examination by the Committee, and any other matters related to the process of auditing the accounts, as well as the other notifications envisaged in auditing legislation and the technical auditing rules, and when appropriate, authorise services other than those prohibited under the legislation in force. In any case, they shall receive on an annual basis from the account auditors or auditing firms, the written confirmation as to their independence vis-à-vis the company or companies directly or indirectly linked to it, as well as detailed information on an individual basis on any type of additional services provided to, and the related fees received from, these entities by the external auditor or auditing firms, or by the persons or entities linked to the latter pursuant to the regulations on auditing activities;
(f) issuing on an annual basis, prior to issuing the accounts audit report, a report stating an opinion regarding whether the independence of the account auditors or auditing firms has been compromised. This report shall, in any case, contain a detail evaluation of the provision of each and every additional services as referred to in the preceding paragraph, taken individually and as a whole, other than the legal audit, as regards the scheme of independence of the auditors and regulations governing audit activities;
(g) reporting, beforehand, to the Board of Directors on all matters contemplated in the law, the Bylaws and the Board Regulations, in particular regarding:
1. the financial information the company periodically must make public,
2. the creation or acquisition of interests in special purpose entities or those domiciled in countries or territories that are treated as tax havens and
3. transactions with related parties
The audit committee shall not exercise the duties foreseen in this point g) when they are attributed through the by-laws to another Committee and said Committee is composed solely of non-executive directors and at least two independent directors, one of whom must be the Chairman.”
This amendment was registered at the Commercial Registry of Madrid as of July 25, 2018.
The complete text of the Corporate Bylaws is available in this section in the attached document.
Any reference made to Amadeus IT Holding S.A. on any document, should be understood as referred to Amadeus IT Group S.A.
The external auditor of the company appointed for the financial year of 2017 is Deloitte, S.L., with address at Madrid, Plaza Pablo Ruíz Picasso nº 1, Torre Picasso, registered at the Official Register of Accounts Auditors under nº S0692 and registered at the Commercial Register of Madrid under Volume 13.650, Book 0, Folio 188, Sheet M-54.414, with Tax Identification Number B-79104469.
The General Shareholder's Meeting of the company, to appoint the external auditor Ernst & Young S.L., (E&Y) as the external auditors to carry out the audit of the Company's individual and consolidated accounts corresponding to the financial years from 2019-2021 (both inclusive).
Find below the Annual report concerning the independence of the external auditors.