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

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Auditing Committee, is responsible for and is the only member of the organisation with access to the complaints, receiving the same through the channels put in place for that purpose. The confidentiality of complaints is guaranteed, as any personal data that appears on the complaint will be treated in accordance with the Organic Law on the Protection of Data 15/1999, being included in a file of internal complaints, with medium-level security measures, protected by Information Security Policies, to which only the Internal Auditing Department will have access. The Internal Auditing Department will study the suitability of the complaint and the need to investigate further within 15 days of receiving the complaint, and depending on the seriousness of the matter reported will decide whether or not to inform the Auditing Commission. - Training programmes and regular refreshers for staff involved in preparing and revising financial information, as well as in evaluating the ICSFI, these courses covering, at least, aspects like accounting standards, audits, internal control and risk management. Amper’s training policy is intended to structure training activity in order to cover employees’ training and know-how requirements pursuant to the Group’s strategic objectives. As regards the ICSFI, the Amper Group has a new Training Policy that was approved in the last quarter of 2011 and which was specifically intended to ensure that all of the staff involved in preparing and reviewing financial information have the training required to perform their duties correctly. Said policy ascribes to the Economic-Financial Management the responsibility for ensuring that every fiscal year (in the last quarter of the previous fiscal year) the areas that require training are identified in order to ensure that the employees receive training on (i) new standards for preparing financial information that apply to the Group, (ii) modifications in the reporting regulations established by the capital market regulator as they apply to the Group, (iii) modifications in the Amper, S.A. internal reporting practices and procedures and (iv), modifications in Amper’s internal policies. Furthermore, this Training Policy establishes that there should be an individual training plan for every member of staff involved in preparing and reviewing financial information, which should be revised on an annual basis and which should indicate both the areas that training is recommended for and the specific training plan aimed at covering these. The Human Resources division of the Amper Group is responsible for monitoring the execution of training activities and individual training plans. Among the subjects taught in the 2011 fiscal year were the following training programmes: refresher course on IFRS standards and the General Accounting Plan, as well as general tax law and fiscal and accounting results for the 2011 fiscal year.
EVALUATING RISKS IN FINANCIAL INFORMATION Analysis of the main features of the process involved in identifying risks, including the risk of errors or fraud, as regards: • Whether the process exists and is documented. • Whether the process covers the totality of the objectives of the financial information (existence and occurrence; integrity; valuation; submission, breakdown and comparability; rights and obligations) whether it is updated and, if so, how often. • The existence of a process for identifying the consolidation perimeter. • Whether the process takes into account the effects of other types of risks (operative, technological, financial, legal, reputational, environmental, etc.) in as much as these affect the financial statements. • Which of the entity’s governing bodies supervises the process. The Amper Group has a Corporate Risk Map that has been set up to act as a tool to facilitate the identification, management and monitoring of any risks that could have a significant impact on the entity’s objectives. Monitoring and updating the Corporate Risk Map is the responsibility of the different Market and Product Managers, as well as of Internal Auditing. The Auditing and Control Commission supervises and verifies said information, also ensuring that the risks faced by the company are in line with its strategy. The main risk categories dealt with are the following: • Risks relating to processes. • Financial risks. • Technological risks. • Human capital risks. The process for identifying the risks of errors being present in the financial information that is used by the Amper Group for the 2011 financial year covers the totality of the objectives in terms of financial information and is documented in one of the policies that make up the ICSFI, the “Policy for Identifying The Risk of Errors in the Financial Information of the Amper Group”. This is one of the internal policies that the Amper Group considers vital as part of its ICSFI strategy. The main objective of this policy is to develop in detail the basic guidelines approved by the Board of Directors (see Section 1) in terms of the staff involved in identifying the risk of errors. Said basic guidelines can be summarised as follows: - Responsibilities: Financial Management is responsible for designing, executing and supervising the process of identifying the risk of errors existing in the financial information of the Amper Group. Amper’s Auditing and Control Commission ultimately oversees the process based on the reports issued by Internal Auditing. - Frequence: In order for the risks to be identified sufficiently in advance, the process by which they are identified will be performed on, at least, an annual basis (and, in any case, whenever there is knowledge of relevant facts that affect the Company’s operations, or of other circumstances that have a substantial impact on the
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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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Outlook Despite the outlook of unce
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for an amount of 92 Million Euros,
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Spain The table reflects the data f
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In Brazil, Amper was awarded the su
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Strategic cooperation agreements In
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RESEARCH AND DEVELOPMENT Amper, in
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• The last listed price was 1.66
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Board of Directors (i) On 23 March
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ANNUAL CORPORATE GOVERNANCE REPORT
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Specify the most significant change
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NO Specify whether the Company is a
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address a public bid under 6/2007 A
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EXTERNAL NOMINEE DIRECTORS Name or
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Specify why they cannot be consider
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B.1.10 With regard to the recommend
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Type of Directors By company By gro
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Process whereby the compensation of
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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 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
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Page 145 and 146: See caption: B.1.21 Not applicable
Page 147 and 148: Complies 28. The companies must mak
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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
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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
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Page 201 and 202: Resolutions relating to item three
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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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