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

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C.3 Detail the significant transactions that involve a transfer of resources or liabilities between the Company or entities within its Group, and the company’s Directors or executives. C.4 Detail the relevant transactions of the Company with other companies belonging to the same group, provided they are not eliminated in the preparation of the consolidated financial statements and they are not part of the ordinary course of business of the Company as to their purpose and conditions. C.5 Specify whether the Directors of the company have not faced any conflicts of interest pursuant to section 127 – 3rd of the Companies Act (Ley de Sociedades Anónimas, LSA). NO C.6 Mechanisms to detect, determine and resolve possible conflicts of interest between the company and/or group and its Directors or major shareholders. The Regulations of the Board of Directors establishes that the Directors must notify the Board of Directors of any direct or indirect conflictive situation which might be of interest to the Company. In case of conflict, Directors must abstain from discussions on matters in which they have a direct or indirect interest. A personal interest on the part of a Director is also deemed to exist when the matter affects a member of his family or a company on which he has an executive post or in which he has a significant shareholding. Directors may not enter into direct or indirect professional or commercial transactions with the company or any of the companies in the Group when these activities are alien to the ordinary trading of the Company or are not carried out in market conditions unless they inform the Board of Directors in advance and the Board, once it has been informed by the Appointments and Remuneration Committee, approves the transaction with a favourable absolute majority vote of the Directors attending the meeting. C.7 Is there more than one company of the Group listed in Spain NO Identify the subsidiaries listed in Spain: D - RISK CONTROL SYSTEMS
D.1 Description of the risk policy adopted by the company and/or your group, describing and assessing the risks covered by the system, together with a justification for the adjustment of such systems to the profile of each kind of risk. Amper has a map of Corporate Risks configured as a tool to facilitate the identification, management and monitoring of all the risks with significant impact on the objectives of the entity. The monitoring and updating of the Map of Corporate Risks is the responsibility of the Business unit and Internal Auditing. The Audit and Control Committee supervises and verifies this information and also ensures the alignment of the risks addressed by the Company with its strategy. During the 2011 the Board of Directors of the Amper Group approved a new framework policy that serves as the basis for the internal control system for financial information (ISCFI), bringing it into line with new legal requirements. Likewise, during the 2011 fiscal year the ICSFI was formally implemented. The main risk categories included are the following: - Risks related to processes These risks are managed at Business Unit level and monitored in a centralised fashion by the Management Control Department and verified by the Internal Audit Department. The processes of an economic-financial nature are carried out in a centralised fashion under corporate criteria, and the Annual Accounts of the Company, the Consolidated Accounts and those corresponding to each company participated in with sufficient weight are verified by external auditors. During the current year, some management processes have been reviewed according to the situation of the market. - Financial risks The risks of a financial nature are managed through the Financial Risk Committee, and this Committee carries out a detailed monitoring of the exposure to risk of the exchange rate and/or the interest rate for each Business Unit and proposes policies and decisions on cover to the Audit and Control Committee. As regards exposure to the credit risks, Amper has a solvent client portfolio, at both domestic and international level and this is of little significance concerning the risk of credit. - Technological risks Given the activities of the Business Units of Amper, the protection of its technology and the developments is a primary milestone for the maintenance of its competitive advantage. To this end, Amper has certain criteria and policies for development, contracting of staff and subcontracting activities which guarantee this protection. - Human Capital Risks As was mentioned regarding technology, Amper is aware of the need to have the best human capital in order to carry out its activities and maintain its competitive advantage, thus, all the companies of the group have a remuneration policy of a variable nature linked to professional development and the achievement of personal objectives, and so it identifies and rewards its best professionals. Also,
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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
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Defence Communications and Security
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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
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Page 123 and 124: Brief description ORGANISATIONAL AN
Page 125 and 126: Name of the Committee APPOINTMENTS
Page 127: The Committees of the Board of Dire
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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
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Page 155 and 156: G - OTHER INFORMATION OF INTEREST I
Page 157 and 158: APPENDIX TO THE ANNUAL CORPORATE GO
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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
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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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