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

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B.1.29 Specify the number of meetings of the Board of Directors held during the year. Likewise, specify, where appropriate, the number of meetings of the Board of Directors held without the Chairman’s presence Number of meetings of the board of Directors 13 Number of meetings of the Board of Directors without the Chairman’s attendance 0 Specify the number of meetings of the various board committees held during the year: Number of meetings of the executive Commitee 7 Number of meetings of the Audit Committee 8 Number of meetings of the Appointments and Remuneration Commitee 4 Number of meetings of the Appointments and Remuneration Commitee 0 Number of meetings of the Remuneration Commitee 0 B.1.30 Specify the number of meetings of the Board of Directors during the year without the attendance of all the Directors. In the computation of non attendance, the representations without specific instructions are included: Number of Director absences during the year 5 % of absences of the total votes during the year 3.970 B.1.31 Specify whether the annual individual and consolidated financial statements submitted to the Board for their authorisation are previously certified. YES Identify, where appropriate, the person or persons who certified the annual individual and consolidated financial statements for their preparation by the Board: Name Position MR. ALFREDO REDONDO IGLESIAS MANAGING DIRECTOR
B.1.32 Explain, where appropriate, the mechanisms adopted by the Board of Directors to prevent any reservations in the audit report on the individual and consolidated financial statements submitted to the General Shareholders’ Meeting and drafted by the Board of Directors. The Board of Directors will endeavour to definitively draft the accounts so that the Auditor will not have any reservations. To achieve this, the Individual and Consolidated Accounts are submitted to be checked by the Company Audit and Control Commitee which is assigned, inter alia, the responsibility to maintain a relationship with the external auditors, evaluating the results of each audit and the responses of the management team to its recommendations as well as mediation in the event of discrepancies between these and in relation to the principles and criteria applicable in the preparation of the financial statements. The Audit Commitee will also be responsible for checking the Company Accounts and for taking care that the legal requirements and the correct application of the generally accepted accounting standards are complied with. B.1.33 Is the Secretary of the Board a Director NO B.1.34 Explain the procedures for the appointment and release of the Secretary of the Board, stating whether the Appointments Commitee has been notified of his appointment and release and approved at a plenary meeting of the Board of Directors. Appointment and Release Procedure The Secretary of the Board of Directors may not be a Director. When he/she is an Advisory lawyer he/she must be designated among legal professionals with acknowledged experience and prestige. In accordance with the Regulations in force of the Board of Directors the appointment and release of the Secretary will be approved by the Board of Directors once a report is received from the Appointments and Remunerations Commitee. Does the Appointments Commitee notify the appointment YES Does the appointments Commitee notify the resignation YES Does a plenary meeting of the Board approve the appointment YES Does a plenary meeting of the Board approve the resignation YES Is the Secretary of the Board entrusted with the function of taking special care as regards the recommendations of good governance YES Remarks The Regulations of the Board of Directors set out that, among other functions, the Secretary must take care that the operations of the Board are formally and materially legal and check that the procedures and rules of governance are respected.
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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
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Company 31.12.09 Additions Scope va
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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 and 110: Process whereby the compensation of
Page 111 and 112: - To propose the system of remunera
Page 113 and 114: The Audit and Control Committee wil
Page 115: NO B.1.25 Specify if the Articles o
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
Page 163 and 164: EVALUATING RISKS IN FINANCIAL INFOR
Page 165 and 166: 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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