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

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k) To inform on the incentive plans. l) To provide information on transactions that imply or may imply conflicts of interest. m) To exercise the other competences assigned to this Committee in the Regulations. B.2.4 Specify the Advisory and consulting powers and powers of delegation of each of the committees: Name of the Committee EXECUTIVE COMMITTEE Brief description The Board of Directors delegated the following duties to the Executive Committee: 1. Drafting the strategic or business plan and proposing the same to the Board of Directors. 2. Drafting the annual budget and proposing the same to the Board of Directors. 3. Analysing the group’s purchases or corporate operations and proposing the same to the Board of Directors. 4. Executing and monitoring the agreements reached by the Board of Directors. Name of the Commitee AUDIT AND CONTROL COMMITTEE Brief Description The Audit and Control Commitee shall inform the General Shareholders’ Meeting regarding issues over which it has competence raised by shareholders at the General Shareholders’ Meeting and shall consider suggestions by shareholders, the Board of Directors and the management of the company on such matters. Name of the Committee APPOINTMENTS AND REMUNERATION COMMITTEE Brief Description The Appointments and Remuneration Committee shall: - Inform the Board on proposed appointments of Directors and Top Managers of the company and its subsidiaries. - Provide information on incentive schemes. - Provide information on transactions that imply or may imply conflicts of interests. B.2.5 Specify, where appropriate, the Regulations for the Board, the place where such regulations may be consulted, and modifications made to them during the financial year. Specify, likewise, if an annual report on the functions of each Committee has been wilfully drafted. Name of the Committee EXECUTIVE COMMITTEE Brief description The Executive committee is ruled by article 24 of the Board of Directors Regulations, a document that is available on the company website. Name of the Committee AUDIT AND CONTROL COMMITTEE Brief Description
The Committees of the Board of Directors of Amper, S.A. are regulated in article 25 of the Regulations of the Board of Directors, this document is available and can be accessed for consultation on the Company website. Each year the Audit and Control Committee prepares a report on its functions and activities during the year. This document is placed at the disposal of shareholders prior to the ordinary General Shareholders’ Meeting. It is also available at the company’s web page. Name of the Committee APPOINTMENTS AND REMUNERATION COMMITTEE Brief Description The Appointments and Remuneration Committee of the Board of Directors of Amper, S.A. is regulated in article 26 of the Regulations of the Board of Directors, this document is available and can be accessed for consultation on the Company website. Each year the Appointments and Remuneration Committee prepares a report on its functions and activities during the year. This document is placed at the disposal of shareholders prior to the ordinary General Shareholders’ Meeting. It is also available at the company’s web page. B.2.6 Specify if the composition of the executive committee reflects the participation of the different directors in the Board according to their condition. YES C - RELATED-PARTY TRANSACTIONS C.1 Specify whether the plenary meeting of the Board has reserved the approval of the operations which the Company carries out with Directors, significant shareholders, those represented on the Board and persons linked to these with the previous favourable report of the Audit Committee or any other to which this function has been entrusted. YES C.2 Detail the significant transactions that involve a transfer of resources or liabilities between the Company or entities within its Group, and the company’s major shareholders. Name or corporate name of the major shareholder LIBERBANK S.A. Name or corporate name of the company or entity in its group AMPER S.A. Nature of the relationship Financial Type of operation Financing agreements, loans and provisions of capital Amount (thousands of euros) 2,550
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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
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Remuneration to members of the Boar
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26. Other contingencies The Amper G
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27. Subsidiaries Below we present d
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Bluesky Samoa Limited (Samoa) Samoa
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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 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: Name of the Committee APPOINTMENTS
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
Page 167 and 168: The manual establishes that its upd
Page 169 and 170: A description of the scope of the e
Page 171 and 172: KPMG KPMG Auditores S.L Edificio To
Page 173 and 174: 3. Review the explanatory documenta
Page 175 and 176: 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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