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

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B.1.18 Specify whether any amendments were made during the financial year to the Regulations of the Board of Directors. YES Description of the Modifications At the meeting held on 25 May 2011, the Board of Directors agreed to modify Articles 10.1, 25.2 and 36.3 of its Regulations, in order to adapt them to the legal changes introduced by legislative Royal Decree 1/2010, dated 2 July, which repeals the Corporations Act and approves the Capital Companies Act and the Securities Market Reform Act, Law 12/2010, as it refers to the Auditing Committee. The General Shareholders’ Meeting held on 29 June 2011 was notified of this modification. B.1.19 Specify the procedures for the appointment, re-election, evaluation and dismissal of Directors. List the competent bodies, the procedures to be followed and the criteria applied in each of these procedures. APPOINTMENT OF DIRECTORS PROCEDURE a) Executive Directors Appointments must be preceded by a report from the Appointments and Remuneration Committee. The Board may appoint leading figures from the management team as executive Directors, and as a special case, at least, the chief executive of the company. b) Independent Directors Appointments must be preceded by a report from the Appointments and Remuneration Committee. Candidates for appointment must be competent, experienced individuals of good standing who are willing to devote sufficient of their time to the Company. c) External Directors Appointments must be preceded by a report from the Appointments and Remuneration Committee. Candidates for appointment must be proposed by the respective owners of the shares by which they are being elected. RE-ELECTION OF DIRECTORS PROCEDURE A report from the Appointments and Remuneration Committee evaluating the quality of the Director’s work during his term and dedication to his office shall be required. The Board shall ensure that the Independent Directors perform their mandate for a maximum period of twelve years. EVALUATION OF DIRECTORS PROCEDURE At the end of each financial year, the Board of Directors will devote a session to evaluate its performance and the quality of its work, and, through a report from the Appointments and Remunerations Committee, the fulfilment of the functions of the Chairman, the Director and the Managing Directors.
The Audit and Control Committee will devote one of its sessions to evaluating the efficiency of, and compliance with, the company’s rules of governance. PROCEDURE FOR THE DISMISSAL OF DIRECTORS In the cases foreseen by law as well as in the Article 15 of the Board of Directors Regulation. Article 15. Dismissal of Directors 1. Directors will be dismissed when the period they have been designated for has expired or when the General Meeting agrees their dismissal. 2. The Board of Directors will request the Directors to submit their resignation, through their Chairman, in these cases: a. When the reasons for which they were appointed no longer obtain; b. When they are affected by a case of incompatibility or prohibition laid down by the law, the Articles of Association, this Regulation or other applicable rules. c. When they are seriously reprimanded by the Audit and Control Committee for having failed to comply with one of their obligations as a Director. d. When their remaining on the Board could jeopardize the interests of the company. 3. The Board of Directors will not propose the resignation of any Independent Member before compliance with the statutory period he has been designated for unless there is a just reason, appreciated by the Board of Directors with the previous report of the Appointments and Remunerations Commitee. The resignation of Independent Directors shall also be proposed as a result of tender offers, mergers and other similar corporate operations which entail a change in the capital structure of the Company. 4. When a Director is dismissed before the period he has been designated for has expired, he must explain the reasons for his resignation through a letter sent to the other members of the Board. The Company will include the reasons giving rise to the dismissal of the Director before the expiration of his mandate. B.1.20 Specify the circumstances under which Directors are obliged to resign. In the cases foreseen by Article 15.2 of the Board of Directors Regulation. B.1.21 Explain whether the function of Managing Director is held by the Chairman of the Board. Where appropriate, specify the measures taken to limit the risk of cumulating powers in one person: NO
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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
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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
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Page 109 and 110: Process whereby the compensation of
Page 111: - To propose the system of remunera
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
Page 161 and 162: 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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