Corporate governance

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.

Corporate documents

Corporate bylaws

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 24, 2016 and were referred to the following article: Change of Corporate name as a consequence of the merger by absorption agreed.

Article 1.- Corporate Name: The Company is called Amadeus IT, Group S.A. and is governed by these bylaws, by the provisions of the legal regime governing capital companies and by any other legal provisions applicable to it.

This amendment was registered at the Commercial Registry of Madrid as of August 2, 2016.

The complete text of the Corporate Bylaws is available in this section in the attached document.

Regulations of the BOD

The Regulations of the Board of Directors determine the principles of action of the Board as well as the basic rules of its organization and operation and the rules of conduct of its members. They outline aspects such as the function, composition, structure and functioning of the Board of Directors, the appointment and removal of its members, the remuneration of the Board members and their duties as well as their relations with shareholders, markets and auditors. They also regulate the functioning of the Board of Directors’ Committees.

These Regulations have been registered with the Commercial Registry of Madrid as of May 7, 2010. In addition, the last modification was the result of the amendment agreed on the Board of Directors' meeting held on June 25, 2015 and registered in the Commercial Registry of Madrid on September 14, 2015.

The complete updated text of the Regulations of the Board of Directors, as amended, 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.

Regulations of the Annual General Meeting

The Regulations of the Shareholders' General Meeting implement the legal and statutory rules as regards the organization and operation of the Shareholders’ General Meeting.

They regulate aspects related to the types and competencies of the Shareholders’ General Meeting, the formalities for its organization and adoption of resolutions, the shareholders' right to information and the documentation and publicity of resolutions.

The last modification of the Regulations was agreed on the Ordinary Shareholders Meeting held on June 25, 2015 and was registered at the Commercial Registry of Madrid on July 30, 2015.

The complete text of the Regulations of the Shareholders' General Meeting 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.

Internal Code of Conduct relating to securities markets

The Code of Conduct regulates matters relating to the securities markets in connection with securities dealings and their limitations, treatment of insider dealings and material information, conflicts of interest, treasury stock transactions and internal supervision processes for the compliance with the provisions of this Code of Conduct.

The new Code has been approved by the Board of Directors in the session held on April 21, 2016 (amended as of June 24, 2016), and it replaces the former one in force since 2010. The Code is adapted to the revised text of the Securities Market Law and Regulation (EU) No 596/2014 of the European Parliament and of the Council, of 16 April 2014, on market abuse.

NOTE: This new Code has to be read jointly with the Regulation (EU) No 596/2014 of the European Parliament and of the Council, of 16 April 2014, on market abuse, that came into force on July 3, 2016.

Any reference made to Amadeus IT Holding S.A. on any document, should be understood as referred to Amadeus IT Group S.A.

The complete text of the Code of Conduct is available in this section in the attached document.


Remuneration reports

You will find below the latest annual reports on remuneration of Directors. The documentation corresponding to previous years (since the IPO in 2010) is available upon request.

Any reference made to Amadeus IT Holding S.A. on any document, should be understood as referred to Amadeus IT Group S.A.


External auditors

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.