On March 1, 2012, Société Air France carried out the sale of a 7.5% stake in Amadeus IT Holding S.A., through an accelerated book building offer to qualified institutional investors, reducing its remaining holding to a 7.7% stake in the company. As a result, and in accordance with the provisions of the Shareholders’ Agreement of April 29, 2010, Air France-KLM (via its subsidiary Société Air France), having decreased its respective holding in Amadeus to below 10%, renounced one of the two Amadeus Board seats which it was entitled to. Consequently, the proprietary Board member Mr. Pierre-Henri Gourgeon placed his appointment at the disposal of the Board of Amadeus, which at the meeting held on April 19, 2012 ratified his Board seat, under the category of “others”, removing his “proprietary” status. Mr. Pierre-Henri Gourgeon has not maintained any working and/or mercantile relationship with Société Air France since October 2011.
On December 7, 2012 Deutsche Lufthansa AG transferred its remaining 4% stake in Amadeus IT Holding, S.A. to Malta Pension Investments. At the same time, Deutsche Lufthansa AG and Malta Pension Investments entered into an agreement by which Deutsche Lufthansa AG reserves the faculty to exercise the contractual rights of the signatory shareholders of the Shareholders’ Agreement of Amadeus IT Holding, S.A. of April 29, 2010, mainly, the appointment of a Director at the Board of Amadeus IT Holding, S.A., within the terms and conditions of the Shareholders’ Agreement. As a result of this agreement, Stephan Gemkow was appointed as propietary Board member in representation of Malta Pension Investments.
According to the bylaws, the Board of Directors has created specialised committees to ensure compliance with its duties of advising the Board of Directors. These committees are:
Audit Committee: The Audit Committee is currently made up of five external Board Members. The Audit Committee advises the Board especially in the knowledge and analysis of the annual balance sheet and the regular reports developed for the financial markets which are disseminated through the Comisión Nacional del Mercado de Valores (CNMV), the regulator of the Spanish Stock Exchanges. It also takes care of the review of the internal control and risk management systems, to ensure that the main risks are properly identified, managed and communicated. It also verifies that the internal audit service is both independent and efficient; proposal of the selection, appointment, re-election and dismissal of the head of the internal audit service; proposal of the budget for this service; receipt of regular information on its activities; and verification that senior management considers the conclusions and recommendations contained in its reports.
Our Audit Committee met four times during 2012.
Nomination and Remuneration Committee: This Committee is made up of five external Board members. This Committee evaluates the competence, knowledge and experience necessary in the members of the Board of Directors; proposes for appointment independent Directors; reports to the Board on matters of gender diversity; proposes to the Board of Directors the system and amount of the annual remuneration of Directors and remuneration policy of the Members of the Management Team; formulates and reviews the remuneration programmes; monitors observance of the remuneration policies and assists the Board in the compilation of the report on the remuneration policy of the Directors; and submits to the Board any other reports on retributions established under these Regulations.
Our Nomination and Remuneration Committee met three times during 2012.