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

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documentation which, where appropriate, is attached, to the other shareholders and in accordance with the provisions set out in the Law. New Article 16 b: Right to information. The shareholders shall have the right to information under the terms set out in the Law. The Board Members shall be required to provide the information requested in the manner and within the periods specified in the Law, except in cases where it is legally inadmissible and, in particular, when prior to the formulation of specific questions by the shareholders the information requested was clearly and directly available to all shareholders on the website of the Company under the question-answer format or when, in the opinion of the Chairman, the publication of this information is detrimental to the corporate interests. This last exception does not apply when the request is supported by shareholders who represent at least a quarter of the capital. Article 19: Resolutions adopted in the Board Meetings. The deliberations of the General Meetings, whether ordinary or extraordinary, shall be recorded in the minutes with the requirements demanded by Law. The act may be approved by means of any of the procedures permitted by Law. Article 19: Resolutions adopted in the Board Meetings. The deliberations of the General Meetings, whether ordinary or extraordinary, shall be recorded in the minutes with the requirements demanded by Law. The act may be approved by means of any of the procedures permitted by Law. The resolutions passed and the results of the votes shall be posted on the website of the company within five days after the end of the Board Meeting. Article 22: Convening of the Board of Directors Article 22: Convening of the Board of Directors 6
The Board of Directors shall meet when the interests of the company so requires, and at least once every three months. It shall be convened by the Chairman or by the person acting in his stead. The Board Meeting shall be considered validly constituted when the meeting is attended by, present or by representation, more than half of the members of the Board of Directors. Any Board Member may grant, in writing, a proxy to another Board Member. In order to adopt resolutions, the affirmative vote of a majority of the Board Members present at the meeting is required, except in cases in which the Law requires a qualified majority. The discussions and resolutions of the Board shall be recorded in a minute book, and each act shall be signed by the Chairman and the Secretary, or by those acting in their stead. The Board of Directors shall meet when the interests of the company so requires, and at least once every three months. It shall be convened by the Chairman or by the person acting in his stead. The Board Members who constitute at least a third of the members of the Board of Directors may convene the Meeting, indicating the agenda for the meeting and it being held in the locality of the registered office if, upon prior request to the Chairman, he without good cause had not made the call within one month's advance notice. The Board Meeting shall be considered validly constituted when the meeting is attended by, present or by representation, more than half of the members of the Board of Directors. Any Board Member may grant, in writing, a proxy to another Board Member. In order to adopt resolutions, the affirmative vote of a majority of the Board Members present at the meeting is required, except in cases in which the Law requires a qualified majority. The discussions and resolutions of the Board shall be recorded in a minute book, and each act shall be signed by the Chairman and the Secretary, or by those acting in their stead. III. APPROVAL OF THE REPORT Based on the foregoing, and pursuant to the provisions set out in Articles 286 of the Capital Corporations Act and 158 of the Companies Registry Regulations, the Board of Directors hereby issues this Report on the amendment of the Articles of Association. In Madrid on 21 May 2012 7
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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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- To propose the system of remunera
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The Audit and Control Committee wil
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NO B.1.25 Specify if the Articles o
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B.1.32 Explain, where appropriate,
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B.1.38 Specify whether the Audit Re
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the Law on Public Limited Companies
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Brief description ORGANISATIONAL AN
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Name of the Committee APPOINTMENTS
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The Committees of the Board of Dire
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D.1 Description of the risk policy
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equired, its renewal or non renewal
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YES Specify the measures adopted Th
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Amper, S A losses for the fiscal ye
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Beneficiaries: The Managing Directo
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Likewise, in its session of 25 May
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Not applicable 3. Although Commerci
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the directors concerned, in additio
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See caption: B.1.21 Not applicable
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Complies 28. The companies must mak
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c) Main characteristics of occupati
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of the participation in the differe
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a) To submit proposals with regard
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G - OTHER INFORMATION OF INTEREST I
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APPENDIX TO THE ANNUAL CORPORATE GO
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- In the case of all other employee
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changes approved, as well as formal
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EVALUATING RISKS IN FINANCIAL INFOR
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The descriptions cover controls for
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The manual establishes that its upd
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A description of the scope of the e
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KPMG KPMG Auditores S.L Edificio To
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3. Review the explanatory documenta
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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)
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
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Page 207 and 208: This Regulation aims to: a) Make pu
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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
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Page 231 and 232: Article 16 B: Right to information
Page 233: The shareholders representing at le
Page 237 and 238: All this makes it advisable to adap
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Page 241 and 242: the last financial year, at least.
Page 243 and 244: esolutions to be adopted and the do
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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
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Page 273 and 274: on any issues that may put at risk
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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
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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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