Corporate governance principles
AmRest Holdings SE shares are listed on both the Spanish Stock Exchanges and on the Warsaw Stock Exchange. Therefore, the Company shall observe the corporate governance principles of both markets.
Spanish Comisión Nacional del Mercado de Valores (CNMV)
The corporate governance recommendations and best practices of companies whose shares are listed on a Spanish official secondary market are in the Good Governance Code of listed companies (Código de Buen Gobierno de las sociedades cotizadas) approved by resolution of the Council of the Spanish Comisión Nacional del Mercado de Valores (CNMV) on 18 February 2015.
The Annual Corporate Governance Report (Informe Annual de Gobierno Corporativo) informing about the level of compliance with these recommendations is part of the Consolidated Directors Report of AmRest and additionally is available under this link.
Warsaw Stock Exchange
The Corporate governance principles were contained in the Annex to Stock Exchange Council Resolution No. 12/1170/2007 of July 4th, 2007, entitled Best Practices of WSE Listed Companies, as amended by the last Resolution of October 13th, 2015. The contents of the document “Code of Best Practice for WSE Listed Companies” are available on the official website of the Warsaw Stock Exchange, in the corporate governance section (www.corp-gov.gpw.pl).
The Company, using the Statement of compliance with the Code of Best Practices for WSE Listed Companies, available in “Annual Corporate Governance Report” section of www.amrest.eu website, informs about the Best Practices which were not applied by AmRest, together with explanation for breach of the principles.
General Meeting of Shareholders
The General Meeting of AmRest Holdings SE is the supreme governing body of the Company.
It can be convened as ordinary or extraordinary, according to the regulations of the Statute of the Company, Council Regulation (EC) No 2157/2001 of 8 October 2001 on the Statute for a European company and the Spanish Capital Companies Law (Ley de Sociedades de Capital).
The rules of functioning, competences of the General Meeting, rights of shareholders and form of exercise of their votes are described in detail in the Company's Statute available here and in the Regulation of the General Meeting of Shareholders, available here.
Board of Directors
The Company is managed by the Board of Directors, which consists of five to fifteen members.
The competences of the Board of Directors include all matters related to running, managing and administrating the Issuer’s business, that have not been reserved by law or the Company’s Statute to the competences of the General Meeting of Shareholders. Members of the Board of Directors are being appointed and dismissed by the General Meeting for a four-year term.
The Board of Directors operates under the regulations of the Statute of the Company, Council Regulation (EC) No 2157/2001 of 8 October 2001 on the Statute for a European company and the Spanish Capital Companies Law (Ley de Sociedades de Capital).
Composition of the Board of Directors is presented here.
Delegated Committees of the Board of Directors
The Board of Directors has formed internally an Audit Committee, a Compensations and Remunerations Committee and an Executive Committee. Their respective competences and rules of internal functioning are detailed in the Regulation of the Board of Directors. Composition of the Delegated Committees of the Board is available here.