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

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- the Company has an anonymous, internal reporting channel created by the Auditing <strong>and</strong> Control Committee so<br />

that any employee of the group may in<strong>for</strong>m on issues related to internal control, accounting or auditing,<br />

- The Company has an empowerment structure .which makes it possible to file all the guarantees <strong>and</strong> controls as<br />

regards all legal acts,<br />

- The Company has an internal Code of Conduct as regards the Stock Market.<br />

D.2 Specify if during the period any type of risk (operative, technologic, financial, legal, reputation or taxes<br />

related risks) has materialised that affected the Company <strong>and</strong>/or your group.<br />

NO<br />

If so, detail the circumstances that gave rise to them <strong>and</strong> if the control systems established have worked<br />

properly.<br />

D.3 Specify if there is any Committee or other decision-making body in charge of establishing <strong>and</strong><br />

supervising these control mechanisms.<br />

YES<br />

If so, detail its functions.<br />

Name of the Committee or Body<br />

INTERNAL AUDIT<br />

Description of its functions<br />

(a) To support the top management in its ef<strong>for</strong>ts to improve management in any area. (b)To verify the proper<br />

use of all the resources of the Amper group in terms of economy, efficiency <strong>and</strong> efficacy. (c) To analyse the<br />

level of compliance with the goals <strong>and</strong> objectives of the organisation. (d) To evaluate the efficiency of the<br />

procedures <strong>and</strong> administrative <strong>and</strong> control systems. (e) To supervise the questions put <strong>for</strong>ward through the<br />

claims box. (f) To establish policies <strong>and</strong> procedures to guide the Internal Auditing work. (g)To evaluate the<br />

functioning of the internal controls established in any field of activity <strong>and</strong> recommend the measures which<br />

might increase their efficacy. (h) To control correct compliance with the policies, norms <strong>and</strong> instructions of<br />

the Management, as well as the recommendations accepted by the Company or admitted by the Audit <strong>and</strong><br />

Control Committee. (i) To determine the level of economy, efficiency <strong>and</strong> efficacy at which the resources of<br />

the Amper group are used. (j) To in<strong>for</strong>m the management of the irregularities of any kind which have been<br />

detected, <strong>and</strong> recommend how to eliminate these. (k) To carry out the functions of supervision <strong>and</strong> auditing<br />

listed to the Annual Internal Audit Plan, <strong>and</strong> draft <strong>and</strong> distribute the reports related to its work. (l) To make<br />

special studies it is put in charge of. (m) To propose the company relevant bodies the creation of Controlling<br />

Rules <strong>and</strong> Procedures. (n) To coordinate with the external auditors all the issues related to the development<br />

of its businesses. (o) To increase the quality of the in<strong>for</strong>mation communicated, with the aim of transmitting<br />

an “accurate image”.<br />

Name of the Committee or Body<br />

AUDIT AND CONTROL COMMITTEE<br />

Description of its functions<br />

a.- To in<strong>for</strong>m the General Shareholders’ Meeting regarding issues over which it has competence, raised by<br />

shareholders <strong>and</strong> to consider suggestions by shareholders, the Board of Directors <strong>and</strong> the managers. b.- To<br />

propose the appointment of an auditor, the hiring conditions, the scope of the professional m<strong>and</strong>ate <strong>and</strong>, if

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