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

More documents

Recommendations

Info

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
Page 1 and 2:
q AMPER, S.A. and Subsidiaries Cons
Page 3 and 4:
AMPER, S.A. AND SUBSIDIARIES CONSOL
Page 5 and 6:
Page 7 and 8:
Page 9 and 10:
• In accordance with IFRSs, these
Page 11 and 12:
The consolidated financial statemen
Page 13 and 14:
a. Assets and liabilities: applying
Page 15 and 16:
The Group’s share in non-controll
Page 17 and 18:
The criteria used to recognise impa
Page 19 and 20:
e) Financial instruments Financial
Page 21 and 22:
Likewise, the Group needs to effect
Page 23 and 24:
At the end of 2011 a number of lega
Page 25 and 26:
Changes in deferred tax assets or l
Page 27 and 28:
) Compensation for dismissal In acc
Page 29 and 30:
4. Business Combinations and Goodwi
Page 31 and 32:
The Group carries out tests on impa
Page 33 and 34:
For the cash-generating unit “Tel
Page 35 and 36:
Accumulated amortisation Balance at
Page 37 and 38:
Group companies consolidated under
Page 39 and 40:
10. Trade and other receivables The
Page 41 and 42:
This reserve will only be used unde
Page 43 and 44:
The amount of variation in scope of
Page 45 and 46:
The breakdown of bank financing at
Page 47 and 48:
At 31 December 2011, Group companie
Page 49 and 50:
Provincial Appeal Court also ordere
Page 51 and 52:
17. Business and geographical segme
Page 53 and 54:
(Thousands of Euros) YEAR 2011 Defe
Page 55 and 56:
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 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 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
Page 177 and 178:
AMPER, S.A. Balance Sheets (Thousan
Page 179 and 180:
AMPER PROGRAMAS DE ELECTRÓNICA Y C
Page 181 and 182:
AMPER SISTEMAS, S.A. (Unipersonal)
Page 183 and 184:
HEMISFERIO NORTE BRASIL, S. L. (Uni
Page 185 and 186:
GRUPO MEDIDATA INFORMÁTICA Balance
Page 187 and 188:
EPICOM, S.A. Balance Sheets (Thousa
Page 189 and 190:
LANDATA COMUNICACIONES DE EMPRESA,
Page 191 and 192:
AMPER GROUP Balance Sheets (Thousan
Page 193 and 194:
eLandia INTERNATIONAL, INC. Balance
Page 195 and 196:
7. Delegation, in favour of the Boa
Page 197 and 198:
a) By the subsequent and express re
Page 199 and 200:
In accordance with the provisions s
Page 201 and 202:
Resolutions relating to item three
Page 203 and 204:
Shareholders representing at least
Page 205 and 206:
members are present or represented
Page 207 and 208:
This Regulation aims to: a) Make pu
Page 209 and 210:
• Significant events notified to
Page 211 and 212:
information could be harmful to the
Page 213 and 214:
Article 7. Convening of a meeting a
Page 215 and 216:
Article 11. Agenda The agenda shall
Page 217 and 218:
esolution previously adopted to suc
Page 219 and 220:
Article 28: Publication Following i
Page 221 and 222:
other existing paid-up share capita
Page 223 and 224:
each issue or issue tranche; howeve
Page 225 and 226:
debentures and bonds and warrants,
Page 227 and 228:
The present proposal may be subject
Page 229 and 230:
The Report of the Board of Director
Page 231 and 232:
Article 16 B: Right to information
Page 233 and 234:
The shareholders representing at le
Page 235 and 236:
The Board of Directors shall meet w
Page 237 and 238:
All this makes it advisable to adap
Page 239 and 240:
CURRENT DRAFT PROPOSED AMENDMENT Pr
Page 241 and 242:
the last financial year, at least.
Page 243 and 244:
esolutions to be adopted and the do
Page 245 and 246:
call shall be forwarded by the comp
Page 247 and 248:
convened: - The minimum period requ
Page 249 and 250:
of time, as well as the good order
Page 251 and 252:
of signature considered appropriate
Page 253 and 254:
through the timely notice of signif
Page 255 and 256:
In general, it is not possible to p
Page 257 and 258:
REPORT OF THE BOARD OF DIRECTORS OF
Page 259 and 260:
(g) (h) (i) (j) The nature of, perp
Page 261 and 262:
exchangeable fixed income securitie
Page 263 and 264:
onds and shall be reported in the f
Page 265 and 266:
upon the termination or relocation
Page 267 and 268:
Article 13) The General Meetings ma
Page 269 and 270:
The shareholders, who are entitled
Page 271 and 272:
the right to cast their vote from a
Page 273 and 274:
on any issues that may put at risk
Page 275 and 276:
may not refuse the recruitment unle
Page 277 and 278:
along with the functions and powers
Page 279 and 280:
ACTIVITY REPORT OF THE APPOINTMENTS
Page 281 and 282:
- Allowance of the Board Members fo
Page 283 and 284:
Mr. Ignacio Javier López del Hierr
Page 285 and 286:
ACTIVITY REPORT OF THE AUDIT AND CO
Page 287 and 288:
Page 289 and 290:
Page 291 and 292:
Page 293 and 294:
Page 295 and 296:
Was appointed Board Member on 25 Ja
Page 297 and 298:
Changes produced in the Audit and C
Page 299 and 300:
It also involves the acquisition, o
Page 301 and 302:
Information and Consultations The d
Page 303:
AMPER GROUP INNOVATION COMMITTEE fr
show all

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

You also want an ePaper? Increase the reach of your titles

Delete template?

Save as template?