The Corporate Governance policies and procedures we use are designed to help the Company achieve its general objectives and to protect shareholders' interests. The legal norms specific to the Group regarding Corporate Governance were drawn up and/or adapted to the applicable legislation on the occasion of the company's flotation on the Spanish stock market in April 2010. They are the following:
The main bodies governing the Company are the following:
The Shareholders' General Meeting is the highest body representing Amadeus' share capital and exercises the power reserved to it exclusively in Corporate Law and in the company's bylaws. According to these laws, the shareholders must meet at least once a year, within the first six months of each year, to debate and adopt agreements concerning its exclusive duties, which are the most economically and legally relevant. Among these are the appointment of Board members, the review and approval of the annual accounts, applying results, appointing external auditors, treasury stock and supervising the Board's activity. Both the law and the company's bylaws reserve the exclusive power of adopting other important agreements to the General Shareholders' Meeting such as: bylaw modifications, bond issues, mergers, etc.
The Board of Directors is the highest body of representation, administration, direction, management and control of the company and sets out the general guidelines and economic objectives. The Board assumes and carries out the Company's strategy (steering and implementing company policies), supervision (controlling management) and communication (serving as a link with shareholders).
Below is the composition of the Board of Directors as of December 31, 2011:
On April 8, 2011, our shareholders Amadecin S.a.r.L. and Idomeneo S.a.r.L sold shares representing 10% of the company's share capital, and in accordance with the Relationship Agreement of 29 April 2010, the company's Board of Directors meeting held on April 14, 2011 accepted Mr. Benoît Valentin and Mr. Denis Villafranca's resignation from the Board, as proprietary Directors of Amadecin S.a.r.L and Idomeneo S.a.r.L, respectively.
On July 6, 2011 Amadecin, S.a.r.l. and Idomeneo, S.a.r.l. each sold shares representing 4.58% of the company's share capital, reducing their respective holdings to a 3.42% stake. Pursuant to this sale, the aforementioned entities exercised the right to terminate their participation in the Relationship Agreement, and Mr. Francesco Loredan and Mr. Stuart Anderson McAlpine (former Proprietary Directors representing Idomeneo SarL and Amadecin SarL, respectively) were subsequently classified under the category of Others".
On October 19, 2011, Amadecin S.a.r.L. and Idomeneo S.a.r.L sold down their remaining stakes in the company and are therefore no longer shareholders of Amadeus.
Our Board of Directors met six times during 2011, with the Chairman being present at all times.