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

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Principal features of the precautionary measures system, with an estimation of the amounts or annual equivalent amount Conditions which must be respected in the contracts of those who belong to the top management as Executive Directors, among which will be included YES YES B.1.16 Specify whether the Board submits a report on the policy of remuneration of the Directors to a vote of the General Shareholders’ Meeting, as a separate point in the agenda and for consultation purposes. Where appropriate, explain the aspects of the report regarding the remuneration policy approved by the Board for the future years, the most significant changes of said policies comparing to the period and a global summary of the remuneration policy application during the financial year. Detail the role of the Remuneration Committee and whether external consultancy services have been used, and specify the identity of the external consultants who performed that service: YES Questions which will be dealt with in the report on the policy on remunerations In accordance with the stipulations in article 40 of the Regulations of the Board of Directors, the Board submits a report on the policy of remuneration of the Directors to a vote of the General Shareholders’ Meeting, as a separate point in the agenda and for consultation purposes. Compensation policy for future financial years To maintain the current policy, unless changes occur in the composition of the Board of Directors that make it necessary to modify it. The compensation policy in force in the financial year 2011 The General Shareholders meeting held on 19 June 2008 agreed to set an annual payment of 750,000 euros to cover payment of the board members, comprising a fixed monthly payment and expenses for attendance at Board meetings and its committees. The Board of Directors, in accordance with that established in article 24 of the Articles of Association agreed, in its meeting on 25 May 2011 the following distribution of the total sum established by the General Shareholders Meeting, with effect from 1 July 2011 onwards: - A fixed allocation of 6,375 euros a month for the Chairman of the Board - A fixed allocation of 2,125 euros a month for each Board member - Allowance for attendance of the Chairman at Board meetings: 3,825 euros - Allowance for attendance of the Directors at Board meetings: 1,275 euros - Allowance for attendance of the Chairman at Board committee meetings: 1,530 euros -Allowance for attendance of the Directors at Board committee meetings: 510 euros. It was also agreed to limit the maximum number of meetings paid to each Committee to six (6). This agreement continues in effect. The role of the Remunerations Committee The functions of the Appointments and Remunerations Committee as regards remunerations are regulated in articles 26, 39 and 40 of the Regulations of the Board of Directors in force which stipulates, among the responsibilities of this Committee, the following: The role of the Remunerations Committee
- To propose the system of remuneration to the Board of Directors: a) of the Chairman and the Managing Director or possible Managing Directors, and b) of the other Members of the Board of Directors. - To review the system of remuneration of the Board of Directors periodically in order to ensure that the system for the remuneration of the Board of Directors is adapted to the work carried out by each of its Members and to draft an annual report on the remuneration of the Members of the Board and submit this to the Board. - Draft the proposals that the Board submits to the General Shareholders Meeting for approval regarding the Board’s remuneration as well as the agreement adopted by the Board regarding the distribution of that remuneration between Board Members. - To propose to the Board of Directors the content of the Annual Report regarding the remuneration policy for Board Members. External consultants were used YES Identity of the External Consultants Sagardoy Abogados B.1.17 Specify, where appropriate, the Identity of the members of the Board of Directors, who are also members of the Board of Directors or managers or employees of companies that hold a significant interest in the listed company and/or in companies within its group Members: Name or company name of Director MR. PEDRO MATEACHE SACRISTÁN Name of company of pertinent shareholder TVIKAP AB Position Mr Pedro Mateache is the substitute Director of TVIKAP AB Indicate, where appropriate, the pertinent relationships of the Board’s Members that differ from the relationships specified in the foregoing epigraph and that bind them with the pertinent shareholders and/or entities of its group: Name or company name of the associated director CAJA CASTILLA LA MANCHA RENTING, S.A. Name or company name of the associated major shareholder LIBERBANK SA. Description of the relationship Caja Castilla la Mancha Renting, S. A. is a company that is indirectly controlled by Liberbank, S.A. which holds 2,993,354 shares in Amper, S. A., 9.24% of the share capital.
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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
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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 and 108: Type of Directors By company By gro
Page 109: Process whereby the compensation of
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
Page 159 and 160: - 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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