AMPER, SA and Subsidiaries Consolidated Financial Statements for ...

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MR. JUAN PORRO HERRERA Manager, Communications Department MR. OSMUNDO LUQUEZ Manager, Sales Department (Latin America) MR. HARLEY L ROLLINS eLandia CEO and CFO Total top-management compensation (in thousands of euros) 2,774 B.1.13 Specify, in aggregate form, if there are any Indemnity or severance payment provisions for the benefit of senior management, including executive Directors, of the Company or its Group. Specify if these agreements are to be communicated and/or passed by the bodies of the company or its groups: Number of beneficiaries 1 Board of Directors General Meeting Body authorising the provisions YES NO Are the clauses notified to the General Meeting YES B.1.14 Specify the process whereby the compensation of the members of the board of Directors as well as the relevant clauses of the articles of association are decided: Process whereby the compensation of the members of the Board of Directors as well as the relevant clauses of the articles of association are decided PROCESS WHEREBY THE COMPENSATION OF THE MEMBERS OF THE BOARD OF DIRECTORS IS DECIDED: 1º. Proposal by the Appointments and Remuneration Committee to the Board of Directors for submission to the general shareholders’ meeting so that the latter decide the sums payable to Directors. 2º. Resolution of the Board of Directors regarding the proposal to put before the General Shareholders’ Meeting. 3º. Resolution by the General Shareholders’ Meeting determining the sums payable to Directors. 4º. Proposal by the Appointments and Remuneration Committee to the Board of Directors regarding the exact sum to pay to the members of the Board of Directors, within the limits approved by the General Shareholders’ Meetings, and how this amount is to be divided between the Directors. 5º. Resolution by the Board of Directors on the foregoing proposal.
Process whereby the compensation of the members of the Board of Directors as well as the relevant clauses of the articles of association are decided ARTICLES OF ASSOCIATION. Article 24 of the Articles of Association: The compensation payable to the Members of the Board will consist of a monthly fixed sum and allowances for attendance of the meetings of the Board of Directors and its Committees. The amount payable by the Company to its Directors as both fixed compensation and allowances shall be that set for this purpose by the General Shareholders’ Meeting. These sums shall remain in force until a modification to these is agreed. The setting of the exact amount payable within these limits and its distribution between the various Board Members shall be decided upon by the Board of Directors. Furthermore and independently from the aforementioned compensation, it is provided to set compensation schemes with a shares listing reference basis or those causing the issuance of shares or call options for the Directors. The implementation of these compensation schemes shall be agreed by the General Shareholders’ Meeting which shall establish the share values to be taken as reference, the number of shares to be delivered to each Director, the strike price of the call options, the period for this compensation system and any other appropriate conditions. The compensation provided in this Section shall be compatible with and independent from the wage, compensations, pensions or any other type of compensation of a general or specific nature established in each contract, those established for Board of Directors members having an employment relationship with the Company, both of ordinary or of a special nature as top-managers, or as renders of other types of services subject to the fact that these amounts shall be registered in the Annual Report as provided in Section 200,12 of the Spanish Limited Companies Act and other applicable provisions. REGULATIONS OF THE BOARD OF DIRECTORS. On the advice of the Appointments Committee, the Board of Directors will endeavour that the variable remuneration is in consonance with the professional work of the beneficiaries and does not simply derive from the general evolution of the markets or the business sector of the Company. It will also endeavour that the remuneration related to earnings take into account the possible exceptions in the external Audit Report and that the remuneration of the external Directors is adapted to the remuneration of the commitment, qualifications and responsibilities which the post demands, and does not involve such a large amount that it might compromise their independence, in the case of independent Directors. Specify whether the approval of the following decisions has been reserved for a plenary meeting of the Board of Directors: On the proposal of the Managing Director of the Company, the appointment and possible release of the top management posts, as well as their compensation clauses The remuneration of the Directors, and, in the case of the executive Directors, the additional remuneration for their executive functions and the other conditions which must be respected in their contracts YES YES B.1.15 Specify Whether The Board of Directors approves a detailed remuneration policy and detail the issues on which it decides: YES The amount of the fixed items, with a possible breakdown of expenses due to participation in the board and its Commitees and an estimation of the annual fixed remuneration these might give rise to Remuneration items of a variable nature YES YES
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q AMPER, S.A. and Subsidiaries Cons
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AMPER, S.A. AND SUBSIDIARIES CONSOL
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• In accordance with IFRSs, these
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The consolidated financial statemen
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a. Assets and liabilities: applying
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The Group’s share in non-controll
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The criteria used to recognise impa
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e) Financial instruments Financial
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Likewise, the Group needs to effect
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At the end of 2011 a number of lega
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Changes in deferred tax assets or l
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) Compensation for dismissal In acc
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4. Business Combinations and Goodwi
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The Group carries out tests on impa
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For the cash-generating unit “Tel
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Accumulated amortisation Balance at
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Group companies consolidated under
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10. Trade and other receivables The
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This reserve will only be used unde
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The amount of variation in scope of
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The breakdown of bank financing at
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At 31 December 2011, Group companie
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Provincial Appeal Court also ordere
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17. Business and geographical segme
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(Thousands of Euros) YEAR 2011 Defe
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Inter-segment sales are made at pre
Page 57 and 58: The methodology used to establish t
Page 59 and 60: 19. Tax affaires Most of the compan
Page 61 and 62: Company 31.12.09 Additions Scope va
Page 63 and 64: At 31 December 2011 and 2010, the G
Page 65 and 66: Remuneration to members of the Boar
Page 67 and 68: 26. Other contingencies The Amper G
Page 69 and 70: 27. Subsidiaries Below we present d
Page 71 and 72: Bluesky Samoa Limited (Samoa) Samoa
Page 73 and 74: AMPER, S.A. and Subsidiary Corporat
Page 75 and 76: Defence Communications and Security
Page 77 and 78: Outlook Despite the outlook of unce
Page 79 and 80: for an amount of 92 Million Euros,
Page 81 and 82: Spain The table reflects the data f
Page 83 and 84: In Brazil, Amper was awarded the su
Page 85 and 86: Strategic cooperation agreements In
Page 87 and 88: RESEARCH AND DEVELOPMENT Amper, in
Page 89 and 90: • The last listed price was 1.66
Page 91 and 92: Board of Directors (i) On 23 March
Page 93 and 94: ANNUAL CORPORATE GOVERNANCE REPORT
Page 95 and 96: Specify the most significant change
Page 97 and 98: NO Specify whether the Company is a
Page 99 and 100: address a public bid under 6/2007 A
Page 101 and 102: EXTERNAL NOMINEE DIRECTORS Name or
Page 103 and 104: Specify why they cannot be consider
Page 105 and 106: B.1.10 With regard to the recommend
Page 107: Type of Directors By company By gro
Page 111 and 112: - To propose the system of remunera
Page 113 and 114: The Audit and Control Committee wil
Page 115 and 116: NO B.1.25 Specify if the Articles o
Page 117 and 118: B.1.32 Explain, where appropriate,
Page 119 and 120: B.1.38 Specify whether the Audit Re
Page 121 and 122: the Law on Public Limited Companies
Page 123 and 124: Brief description ORGANISATIONAL AN
Page 125 and 126: Name of the Committee APPOINTMENTS
Page 127 and 128: The Committees of the Board of Dire
Page 129 and 130: D.1 Description of the risk policy
Page 131 and 132: equired, its renewal or non renewal
Page 133 and 134: YES Specify the measures adopted Th
Page 135 and 136: Amper, S A losses for the fiscal ye
Page 137 and 138: Beneficiaries: The Managing Directo
Page 139 and 140: Likewise, in its session of 25 May
Page 141 and 142: Not applicable 3. Although Commerci
Page 143 and 144: the directors concerned, in additio
Page 145 and 146: See caption: B.1.21 Not applicable
Page 147 and 148: Complies 28. The companies must mak
Page 149 and 150: c) Main characteristics of occupati
Page 151 and 152: of the participation in the differe
Page 153 and 154: a) To submit proposals with regard
Page 155 and 156: G - OTHER INFORMATION OF INTEREST I
Page 157 and 158: APPENDIX TO THE ANNUAL CORPORATE GO
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- In the case of all other employee
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changes approved, as well as formal
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EVALUATING RISKS IN FINANCIAL INFOR
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The descriptions cover controls for
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The manual establishes that its upd
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A description of the scope of the e
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KPMG KPMG Auditores S.L Edificio To
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3. Review the explanatory documenta
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Principal Companies of the Amper Gr
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AMPER, S.A. Balance Sheets (Thousan
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AMPER PROGRAMAS DE ELECTRÓNICA Y C
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AMPER SISTEMAS, S.A. (Unipersonal)
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HEMISFERIO NORTE BRASIL, S. L. (Uni
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GRUPO MEDIDATA INFORMÁTICA Balance
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EPICOM, S.A. Balance Sheets (Thousa
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LANDATA COMUNICACIONES DE EMPRESA,
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AMPER GROUP Balance Sheets (Thousan
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eLandia INTERNATIONAL, INC. Balance
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7. Delegation, in favour of the Boa
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a) By the subsequent and express re
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In accordance with the provisions s
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Resolutions relating to item three
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Shareholders representing at least
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members are present or represented
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This Regulation aims to: a) Make pu
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• Significant events notified to
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information could be harmful to the
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Article 7. Convening of a meeting a
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Article 11. Agenda The agenda shall
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esolution previously adopted to suc
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Article 28: Publication Following i
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other existing paid-up share capita
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each issue or issue tranche; howeve
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debentures and bonds and warrants,
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The present proposal may be subject
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The Report of the Board of Director
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Article 16 B: Right to information
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The shareholders representing at le
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The Board of Directors shall meet w
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All this makes it advisable to adap
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CURRENT DRAFT PROPOSED AMENDMENT Pr
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the last financial year, at least.
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esolutions to be adopted and the do
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call shall be forwarded by the comp
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convened: - The minimum period requ
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of time, as well as the good order
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of signature considered appropriate
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through the timely notice of signif
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In general, it is not possible to p
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REPORT OF THE BOARD OF DIRECTORS OF
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(g) (h) (i) (j) The nature of, perp
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exchangeable fixed income securitie
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onds and shall be reported in the f
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upon the termination or relocation
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Article 13) The General Meetings ma
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The shareholders, who are entitled
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the right to cast their vote from a
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on any issues that may put at risk
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may not refuse the recruitment unle
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along with the functions and powers
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ACTIVITY REPORT OF THE APPOINTMENTS
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- Allowance of the Board Members fo
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Mr. Ignacio Javier López del Hierr
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ACTIVITY REPORT OF THE AUDIT AND CO
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Was appointed Board Member on 25 Ja
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Changes produced in the Audit and C
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It also involves the acquisition, o
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Information and Consultations The d
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AMPER GROUP INNOVATION COMMITTEE fr
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