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Expert Corporate Governance Service (ECGS)
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Amadeus IT - AGM 18 June 2019

In item 5, the Board of Directors seeks authorization to reduce the share capital by redeeming 7'554'070 treasury shares currently held by the Company (1.7% of issued share capital). We regret that the Board has not provided a clear justification for the requested authorization, and we note that 33% of the annual bonus and 50% of the long-term incentive depend on earnings per share (EPS). As concerns may arise over the possibility to use the authorization to increase the executive variable remuneration, we recommend opposition.

In item 8, shareholders are called to an advisory vote on the Annual Report on Directors' Remuneration. The CEO's fixed remuneration is reasonable, and the variable remuneration is adequately structured to realize an alignment of interests with shareholders in the long term. However, we have serious concerns over the Board's discretionary power to increase the CEO's variable remuneration (up to 200% of the base salary for the annual cash bonus, and from 200% to 400% for the long-term incentive). Also taking into account that the maximum variable remuneration (380% of the base salary, which may be increased up to 600% by the Board) exceeds ECGS' voting policy limit of 300% of the base salary, we recommend opposition.

Underlying
Amadeus IT Group SA

Amadeus is a transaction processor for the global travel and tourism industry. Co. provides transaction processing power and technology solutions to both travel providers (including full service carriers and low-cost airlines, hotels, rail operators, cruise and ferry operators, car rental companies and tour operators) and travel agencies (both online and offline). Co. acts both as a worldwide network connecting travel providers and travel agencies through a processing platform for the distribution of travel products and services (through the Distribution business), and as a provider of a portfolio of IT solutions which automate certain business processes (through the IT solutions business).

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Expert Corporate Governance Service (ECGS)

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Research Department
Jean-Christophe Dourret
Jean-Christophe Dourret
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